TransDigm Group

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
È
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended September 30, 2024
‘
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.)
1350 Euclid Avenue, Suite 1600, Cleveland, Ohio
44115
(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.)
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
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes È
No ‘
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ‘
No È
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 È
No ‘
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such
files).
Yes È
No ‘
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting
company or an emerging growth company. 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
È
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report. È
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ‘
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ‘
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ‘
No È
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of March 29, 2024, based
upon the last sale price of such voting and non-voting common stock on that date, was $67,692,346,777.
The number of shares outstanding of TransDigm Group Incorporated’s common stock, par value $.01 per share, was 56,230,448 as of
October 31, 2024.
Documents incorporated by reference: Certain sections of the registrant’s definitive Proxy Statement to be filed in connection with its 2025 Annual
Meeting of Shareholders expected to be held on March 6, 2025 are incorporated by reference into Part III of this Annual Report on Form 10-K.

TABLE OF CONTENTS
Page
PART I
ITEM 1
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
ITEM 1A
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
ITEM 1B
UNRESOLVED STAFF COMMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
ITEM 1C
CYBERSECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
ITEM 2
PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
ITEM 3
LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
PART II
ITEM 5
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES . . . . . . . . . . . . . . .
27
ITEM 6
[RESERVED] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
ITEM 7
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
ITEM 7A
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . .
52
ITEM 8
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . . . . . . . . .
53
ITEM 9
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
ITEM 9A
CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
ITEM 9B
OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57
PART III
ITEM 10
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE . . . . . . .
57
ITEM 11
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
ITEM 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . .
59
ITEM 13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59
ITEM 14
PRINCIPAL ACCOUNTANT FEES AND SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . .
59
PART IV
ITEM 15
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES . . . . . . . . . . . . . . . . . . . . . .
60
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . . . . . . . . .
99

Special Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains both historical and “forward-looking statements” within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 27A of
the Securities Act of 1933, as amended. All statements other than statements of historical fact included that
address activities, events or developments that we expect, believe or anticipate will or may occur in the future
are forward-looking statements, including, in particular, the statements about our plans, objectives, strategies
and prospects regarding, among other things, our financial condition, results of operations and business. We
have identified some of these forward-looking statements with words like “believe,” “may,” “will,” “should,”
“expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate” or “continue” and other words and terms of
similar meaning. These forward-looking statements may be contained throughout this Annual Report on Form
10-K. These forward-looking statements are based on current expectations about future events affecting us and
are subject to uncertainties and factors relating to, among other things, our operations and business
environment, all of which are difficult to predict and many of which are beyond our control. Many factors
mentioned in our discussion in this Annual Report on Form 10-K, including the risks outlined under “Risk
Factors,” will be important in determining future results. Although we believe that the expectations reflected in
these forward-looking statements are reasonable, we do not know whether our expectations will prove correct.
They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties,
including the risks outlined under “Risk Factors” in this Annual Report on Form 10-K. Since our actual results,
performance or achievements could differ materially from those expressed in, or implied by, these forward-
looking statements, we cannot give any assurance that any of the events anticipated by these forward-looking
statements will occur or, if any of them does occur, what impact they will have on our business, results of
operations and financial condition. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date they are made. We do not undertake any obligation to update these
forward-looking statements or the risk factors contained in this Annual Report on Form 10-K to reflect new
information, future events or otherwise, except as may be required under federal securities laws.
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 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 costs; potential environmental liabilities; liabilities arising in connection with litigation; risks and
costs associated with our international sales and operations; and other factors.
In this report, the term “TD Group” refers to TransDigm Group Incorporated, which holds all of the
outstanding capital stock of TransDigm Inc. The terms “Company,” “TransDigm,” “we,” “us,” “our” and similar
terms, unless the context otherwise requires, refer to TD Group, together with TransDigm Inc. and its wholly-
owned and majority-owned subsidiaries for which it has a controlling interest. References to “fiscal year” mean
the year ending or ended September 30. For example, “fiscal year 2024” or “fiscal 2024” means the period from
October 1, 2023 to September 30, 2024.
1

PART I
ITEM 1.
BUSINESS
The Company
TD Group, through its wholly-owned subsidiary, TransDigm Inc., is a leading global designer, producer and
supplier of highly engineered aircraft components that are critical to the safe and effective operation of nearly all
commercial and military aircraft worldwide. Our products are represented in nearly every commercial and
military aircraft in service today. Our business is well diversified due to the broad range of products we offer to
our customers. We estimate that approximately 90% of our net sales for fiscal year 2024 were generated by
proprietary products.
Most of our products generate significant aftermarket revenue. Once our parts are designed into and sold on
a new aircraft, we generate net sales from aftermarket consumption over the life of that aircraft, which is
generally estimated to be approximately 25 to 30 years. A typical platform can be produced for 20 to 30 years,
giving us an estimated product life cycle in excess of 50 years. We estimate that approximately 55% of our net
sales in fiscal year 2024 were generated from the aftermarket, the vast majority of which come from the
commercial and military aftermarkets. Historically, these aftermarket revenues have produced a higher gross
profit and have been more stable than net sales to original equipment manufacturers (“OEMs”).
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 also maintain a selective acquisition strategy, concentrating on proprietary commercial aerospace
component businesses with significant aftermarket content, where we see a clear path to value creation. Since the
inception of our company in 1993, we have acquired 93 businesses and various product lines. Refer to Note 2,
“Acquisitions,” in the notes to the consolidated financial statements included herein for information on the recent
acquisitions.
Products
We primarily design, produce and supply 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 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. Our portfolio of products encompasses a vast array of essential
components that play pivotal roles on commercial aerospace and defense platforms, as well as other products.
For example, TransDigm’s operating units make aircraft seatbelts and cockpit security systems that keep
passengers and pilots safe; parachutes that protect soldiers, sailors and airmen; and space telescope equipment
that helps the National Aeronautics and Space Administration (“NASA”) better understand the universe.
Segments
The Company’s businesses are organized and managed in three reporting segments: Power & Control,
Airframe and Non-aviation.
2

The Power & Control segment includes operations that primarily develop, produce and market systems and
components that predominately provide power to or control power of the aircraft utilizing electronic, fluid, power
and mechanical motion control technologies. Major product offerings include mechanical/electromechanical
actuators and controls, ignition systems and engine technology, specialized pumps and valves, power
conditioning devices, specialized AC/DC electric motors and generators, batteries and chargers, databus and
power controls, advanced sensor products, switches and relay panels, high performance hoists, winches and
lifting devices, cargo loading, handling, delivery systems and electronic components used in the generation,
amplification, transmission and reception of microwave signals. Primary customers of this segment are engine
and power system and subsystem suppliers, airlines, third party maintenance suppliers, military buying agencies
and repair depots. Products are sold in the original equipment and aftermarket market channels.
The Airframe segment includes operations that primarily develop, produce and market systems and
components that are used in non-power airframe applications utilizing airframe and cabin structure technologies.
Major product offerings include engineered latching and locking devices, engineered rods, engineered connectors
and elastomer sealing solutions, cockpit security components and systems, specialized and advanced cockpit
displays, engineered audio, radio and antenna systems, specialized lavatory components, seat belts and safety
restraints, engineered and customized interior surfaces and related components, thermal protection and
insulation, lighting and control technology, parachutes, specialized flight, wind tunnel and jet engine testing
services and equipment and complex testing and instrumentation solutions. Primary customers of this segment
are airframe manufacturers and cabin system suppliers and subsystem suppliers, airlines, third party maintenance
suppliers, military buying agencies and repair depots. Products are sold in the original equipment and aftermarket
market channels.
The Non-aviation segment includes operations that primarily develop, produce and market products for
non-aviation markets. Major product offerings include seat belts and safety restraints for ground transportation
applications, mechanical/electromechanical actuators and controls for space applications, hydraulic/
electromechanical actuators and fuel valves for land-based gas turbines, and refueling systems for heavy
equipment used in mining, construction and other industries and turbine controls for the energy and oil and gas
markets. Primary customers of this segment are off-road vehicle suppliers and subsystem suppliers, child
restraint system suppliers, satellite and space system suppliers, manufacturers of heavy equipment used in
mining, construction and other industries and turbine original equipment manufacturers, gas pipeline builders and
electric utilities.
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.
For financial information about our segments, refer to Note 15, “Segments,” in the notes to the consolidated
financial statements included herein.
3

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.
We attempt to differentiate ourselves from our competitors by producing highly engineered products with
high quality, reliability and timely delivery. Our engineering costs are recorded in cost of sales and in selling and
administrative expenses within our consolidated statements of income. Research and development costs are
recorded in selling and administrative expenses within our consolidated statements of income. 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. Our proprietary products,
and particularly our new product initiatives, are designed by our engineers and are intended to serve the needs of
the aircraft component industry. These proprietary designs must withstand the extraordinary conditions and
stresses that will be endured by products during use and meet the rigorous demands of our customers’ tolerance
and quality requirements. The business unit team, inclusive of operations, engineering, quality and sales, and the
customer work together through the design and development of a product. Refer to Note 1, “Summary of
Significant Accounting Policies,” in the notes to the consolidated financial statements included herein with
respect to the total costs of research and development.
4

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.
Customers
We predominantly serve customers in the commercial, regional, business jet and general aviation
aftermarket, which accounted for approximately 31% of our net sales for fiscal year 2024; the commercial
aerospace OEM market, comprising large commercial transport manufacturers and regional and business jet
manufacturers, which accounted for approximately 27% of our net sales for fiscal year 2024; and the defense
market (which includes defense OEMs and aftermarket sales to the U.S. and friendly foreign governments),
which accounted for approximately 40% of our net sales for fiscal year 2024. Non-aerospace net sales comprised
approximately 2% of our net sales for fiscal year 2024.
Our customers include: (1) distributors of aerospace components; (2) worldwide commercial airlines,
including national and regional airlines; (3) large commercial transport and regional and business aircraft OEMs;
(4) various armed forces of the United States and friendly foreign governments; (5) defense OEMs; (6) system
suppliers; and (7) various other industrial customers. Our top ten customers for fiscal year 2024 accounted for
approximately 42% of our net sales. Products supplied to many of our customers are used on multiple platforms.
None of our customers individually accounted for greater than 10% 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. The
demand for defense products is specifically dependent on government budget trends, military campaigns and
political pressures.
Competition
The niche markets within the aerospace industry that we serve are relatively fragmented and we face several
competitors for many of the products and services we provide. Due to the global nature of the commercial
aircraft industry, competition in these categories comes from both U.S. and foreign companies. Competitors in
our product offerings range in size from divisions of large public corporations to small privately-held entities
with only one or two components in their entire product portfolios.
We compete on the basis of engineering, manufacturing and marketing high quality and reliable products,
which we believe meet or exceed the performance and maintenance requirements of our customers, consistent
and timely delivery, and superior customer service and support. The industry’s stringent regulatory, certification
and technical requirements and the investments necessary in the development and certification of products may
create disincentives for potential new competitors for certain products. If customers receive products that meet or
exceed expectations and performance standards, we believe that they will have a reduced incentive to certify
another supplier because of the cost and time of the technical design and testing certification process. In addition,
we believe that the availability, dependability and safety of our products are reasons for our customers to
continue long-term supplier relationships.
Government Contracts
Companies engaged in supplying defense-related equipment and services to United States Government
(“U.S. Government”) agencies are subject to business risks specific to the defense industry. These risks include
5

the ability of the U.S. Government to unilaterally: (1) suspend us from receiving new contracts; (2) terminate
existing contracts; (3) reduce the value of existing contracts; (4) audit our contract-related costs and fees,
including allocated indirect costs; (5) control and potentially prohibit the export of our products; and (6) seek
repayment of contract related payments under certain circumstances. Violations of government procurement laws
could result in civil or criminal penalties.
Governmental Regulation
The commercial aircraft component industry is highly regulated by the Federal Aviation Administration
(“FAA”) in the United States and by the European Union Aviation Safety Agency in Europe and other agencies
throughout the world, while the military aircraft component industry is governed by military quality
specifications. We, and the components we manufacture, are required to be certified by one or more of these
entities or agencies, and, in many cases, by individual OEMs, in order to engineer and service parts and
components used in specific aircraft models.
We must also satisfy the requirements of our customers, including OEMs and airlines that are subject to
FAA regulations, and provide these customers with products and services that comply with the government
regulations applicable to commercial flight operations. In addition, the FAA and other aviation authorities require
that various maintenance routines be performed on aircraft components. We believe that we currently satisfy or
exceed these maintenance standards in our repair and overhaul services. We also maintain several FAA-approved
repair stations.
In addition, our businesses are subject to many other laws and requirements typically applicable to
manufacturers and exporters. Without limiting the foregoing, sales of many of our products that will be used on
aircraft owned by foreign entities are subject to compliance with export control laws and the manufacture of our
products and the operations of our businesses, including the disposal of hazardous wastes, are subject to
compliance with applicable environmental laws.
Market Channels
Commercial Aftermarket
The key market factors in the commercial aftermarket include RPKs and the size and activity level of the
worldwide fleet of aircraft and the percentage of the fleet that is in warranty. In fiscal 2024, the commercial
aerospace industry continued to rebound from the adverse impacts of the COVID-19 pandemic. Since February
2024, both domestic and international RPKs have surpassed 2019 (i.e., pre-pandemic) levels and have remained
on a steady growth trend. The 2025 leading indicators or industry consensus suggest a continuation of current
trends supported by continued RPK growth.
Commercial OEM Market
Our commercial transport OEM shipments and revenues generally run ahead of aircraft delivery schedules.
Consistent with prior years, our fiscal 2025 shipments will be a function of, among other things, the estimated
2025 and 2026 commercial aircraft production rates for Boeing and Airbus. In fiscal 2024, we experienced
improved sales in the commercial OEM sector primarily due to increased aircraft production by Boeing and
Airbus. Airline demand for new aircraft remains high, and the OEMs are working to increase aircraft production.
However, aircraft production rates remain well below pre-pandemic levels as the struggles in the OEM supply
chain persist. Due to these factors, it is difficult to accurately predict the OEM build rates for 2025.
Our 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.
6

Defense
Our military business fluctuates from year-to-year, and is dependent, to a degree, on government budget
constraints, the timing of orders, macro and micro dynamics with respect to the U.S. Department of Defense
(“DOD”) procurement policy and the extent of global conflicts, such as the ongoing conflicts between Russia and
Ukraine and Israel and Hamas. Also, delays in government spending outlays and government funding
reprioritization, such as shifting funds to efforts to assist friendly countries in conflicts, provides for further
unpredictability in the military spending outlook. For a variety of reasons, the military spending outlook is very
uncertain, though recent DOD budgets have trended upwards.
Defense sales in fiscal 2024 increased compared to fiscal 2023 at a higher rate than in recent fiscal years due
to improving U.S. Government defense spend outlays. DOD budgets have trended upwards as geopolitical
challenges such as the ongoing conflicts between Russia and Ukraine and Israel and Hamas, and military
modernization efforts are driving demand.
Other Considerations
Historically, our presence in both the commercial aerospace and military sectors of the aerospace industry
has served to mitigate the impact on our business of any specific industry risk. We service a diversified customer
base in the commercial and military aerospace industry, and we provide components to a diverse installed base of
aircraft, which mitigates our exposure to any individual airframe platform. At times, declines in net sales in one
channel have been offset by increased net sales in another channel. However, due to differences between the
profitability of our products sold to OEM and aftermarket customers, variation in product mix can cause
variation in gross profit.
Factors including customer inventory level adjustments, supply chain issues, unannounced changes in order
patterns, strikes, facility shutdowns caused by fires, hurricanes, health crises or other incidents and mergers and
acquisitions can cause short-term disruptions in our quarterly shipment patterns as compared to previous quarters
and the same periods in prior years. As such, it can be difficult to determine longer-term trends in our business
based on quarterly comparisons. To normalize for short-term fluctuations, we tend to look at our performance
over several quarters or years of activity rather than discrete short-term periods. Additionally, there are
fluctuations in OEM and aftermarket product mix from quarter-to-quarter that may cause positive or negative
variations in gross profit since commercial aftermarket net sales have historically produced higher gross profit
margins than net sales to commercial OEMs. Again, in many instances these are timing events between quarters
and must be balanced with macro aerospace industry indicators.
Raw Materials
We require the use of various raw materials in our manufacturing processes. We purchase a variety of
manufactured component parts from various suppliers. We also purchase replacement parts, which are utilized in
our various repair and overhaul operations. At times, we concentrate our orders among a few suppliers in order to
strengthen our supplier relationships. Most of our raw materials and component parts are generally available
from multiple suppliers at competitive prices.
Disruptions in the global supply chain has resulted in delays in the availability of certain raw materials and
increased raw material costs, among other costs such as labor, though the disruptions somewhat improved in
fiscal 2024, resulting in a higher stabilization of costs as fiscal 2024 progressed. Our business has been adversely
affected, though not materially, and could continue to be adversely affected in fiscal 2025 by disruptions in our
ability to timely obtain raw materials and components from our suppliers in the quantities we require or on
favorable terms. Although we believe in most cases that we could identify alternative suppliers, or alternative
raw materials or component parts, the lengthy and expensive aviation authority and OEM certification processes
associated with aerospace products could prevent efficient replacement of a supplier, raw material or component
part.
7

Intellectual Property
We have various trade secrets, proprietary information, trademarks, trade names, patents, copyrights and
other intellectual property rights, which we believe, in the aggregate but not individually, are important to our
business. The Company’s products are manufactured, marketed and sold using a portfolio of patents, trademarks,
licenses, and other forms of intellectual property, some of which expire in the future. The Company develops and
acquires new intellectual property on an ongoing basis. Based on the broad scope of the Company’s product
lines, management believes that the loss or expiration of any single intellectual property right would not have a
material effect on our consolidated financial statements.
Environmental Matters
Our operations and facilities are subject to a number of federal, state, local and foreign environmental laws
and regulations that govern, among other things, discharges of pollutants into the air and water, the generation,
handling, storage and disposal of hazardous materials and wastes, the remediation of contamination and the
health and safety of our employees. Environmental laws and regulations may require that the Company
investigate and remediate the effects of the release or disposal of materials at sites associated with past and
present operations. Certain facilities and third-party sites utilized by the Company have been identified as
potentially responsible parties under the federal superfund laws and comparable state laws. The Company is
currently involved in the investigation and remediation of a number of sites under applicable laws.
For information regarding environmental accruals, 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 2024 did not have a material impact on our capital expenditures, results
of operations or cash flows. Based upon consideration of currently available information, we believe liabilities
for environmental matters will not have a material adverse impact on our consolidated financial statements, but
we cannot assure that material environmental liabilities may not arise in the future. For further information on
environmental-related risks, including climate change, refer to Item 1A. “Risk Factors.”
Human Capital Resources
As of September 30, 2024, we had approximately 16,600 full-time, part-time and temporary employees.
Approximately 17% of our full-time and part-time employees are represented by labor unions. Collective
bargaining agreements between us and these labor unions expire at various dates up to January 2029.
Talent Development
We consider our employees to be our greatest asset. Succession planning and the development, attraction
and retention of employees is critical for TransDigm and its operating units to sustain our three core value drivers
(obtaining profitable new business, continually improving our cost structure and providing highly engineered
value-added products to customers). To support the advancement of our employees, we offer comprehensive
training and development programs to empower internal career progression. We employ a blend of structured and
informal initiatives to identify, nurture and retain exceptional individuals at both the corporate and operating unit
levels.
We have established TransDigm University, in partnership with the University of Southern California
Marshall School of Business, a formal mentoring and education program with a curated curriculum and
established leadership serving as mentors. Participants in the program learn and develop more advanced skills
leading to higher contribution and satisfaction within their roles, while mentors enhance their leadership
capabilities by helping others progress. This program helps identify top performers, improving employee
performance and retention, increasing our organizational learning and supporting the promotion of our current
employees.
8

The Company’s Management Development Program (“MDP”) identifies new talent and prepare candidates
for success within our organization. The Company actively recruits for MDP candidates at colleges and
universities across the U.S. to help reach a large and diverse pool of candidates. The program hires recent Master
of Business Administration graduates who work for three eight-month periods at selected TransDigm operating
units. Program participants gain experience in developing, manufacturing, and selling aerospace components
with the intent of becoming fully immersed in our business operations. Once the program is complete, MDP
participants are better equipped with the knowledge and experience needed to excel as a manager at TransDigm.
Our goal is to onboard successful MDP participants as full-time employees at one of our operating units upon
completion of the program.
As a company with products and values that support the U.S. military and its allies, TransDigm is dedicated
to offering employment opportunities to U.S. military veterans. We recognize the invaluable knowledge and
skills they bring to the workforce, and many of our U.S.-based operating units have specific programs or
initiatives that provide career opportunities to veterans as they make the transition to civilian careers. The Junior
Military Officer (“JMO”) Rotational Program at TransDigm is a structured one-year development initiative,
consisting of two 6-month rotational assignments in specified regions, including Southern California, Greater
New York City and Cleveland, Ohio. Participants rotate through key functional groups, such as operations,
product development, sales and marketing, supply chain and program management. Each JMO is paired with a
dedicated military veteran mentor at TransDigm, often former JMOs who have successfully made the transition
to civilian careers and now hold executive roles at TransDigm. After completing the program, each participant is
well-prepared to assume a leadership position at one of TransDigm’s operating units. We created this program to
specifically recruit JMOs because of their leadership skills, adaptability and attention to detail, which are
qualities that align with TransDigm’s commitment to excellence in the aerospace and defense industry.
TransDigm’s executive team also mentors rising talent on a more informal basis. This informal mentorship
achieves a number of goals, including accelerating the development of top performers, fosters organizational
learning, enhances employee performance and contributes to our retention efforts. The executive team dedicates
substantial time to assessing our pool of future leaders, ensuring that we have the people and skills necessary to
continue driving our business forward.
TransDigm University, MDP, JMO, various internship programs and informal mentoring demonstrates the
Company’s ongoing commitment and initiatives towards accelerating the development of our future leaders.
Benefits
We 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. To empower our employees financially, we provide retirement savings plans and opportunities for
tax-free savings through flexible spending accounts and health savings accounts. We believe that our
compensation programs, including base pay, bonus structures and equity programs, fairly reward our employees
for their hard work. Additionally, we understand the importance of maintaining a work-life balance, which is
why our employees receive paid time off and enjoy designated holidays.
We understand the value in furthering the knowledge and education of our current employee base. In
addition to formal and informal employee development programs within TransDigm and our operating units,
employees can expand their careers by accessing tuition reimbursement programs. Some operating units also
partner with local colleges to provide training courses to TransDigm employees. Access to programs such as
these enhance our employees’ value to the Company, our customers and our communities.
TransDigm’s equity compensation plans are designed to assist in attracting, retaining, motivating and
rewarding key employees and directors, and promoting the creation of long-term value for our stockholders by
closely aligning the interests of these individuals with those of our stockholders. Featuring performance-based
9

stock options, these plans are integral to our equity-based compensation strategy. As we cultivate a culture of
growth and excellence, we firmly believe that the use of performance-based stock options will continue to be a
key element in retaining our essential employees and attracting future talent.
Diversity, Equity and Inclusion
At TransDigm, we highly value the contributions of diverse perspectives, fresh ideas and varied
experiences. Our commitment to diversity is more than just an organizational goal; it is a fundamental principle
that drives innovation, enhances our competitive edge and ultimately leads to better outcomes for all
stakeholders. To gauge our progress, we annually review and assess our diversity initiatives and metrics. We
strive for improvement each year.
We know that the tone is set from the top, and our commitment to diversity, equity and inclusion (“DEI”)
must be reflected within our leadership team as well as our Board of Directors. Beginning in 2022, we worked to
enhance DEI awareness among our leadership through the implementation of Unconscious Bias Training for our
Board and management. Furthermore, our commitment to DEI is interwoven into our internal training programs,
communications and conferences, ensuring that diversity remains at the forefront of our organizational culture.
Total past and present MDP participants are approximately 34% gender and/or racially diverse and we
continuously work to enhance the diversity of the program. We are committed to diversity at all levels of
management and leadership, and our leadership team and Board of Directors are committed to improving
diversity throughout the Company and fostering a more inclusive and open environment. Diversity, equity and
inclusion make us stronger as a business so we can effectively serve all our stakeholders. Our workforce includes
talented people from many backgrounds.
Discrimination is not tolerated at TransDigm. We are committed to high ethical standards and equal
employment opportunities in all personnel actions without regard to race, color, religion, gender, national origin,
citizenship status, age, marital status, gender identity or expression, sexual orientation, physical or mental
disability, or veteran status.
Health and Safety
We are focused on establishing, maintaining and operating our facilities, with a strong emphasis on process
safety and risk mitigation. Equally, we strive to empower and support our employees in preventing accidents and
promoting a healthy work environment. We require our personnel to report and communicate risks, potential
hazards, incidents and near misses so that we can investigate and establish appropriate measures to prevent future
occurrences. To underscore our commitment to employee safety and well-being, we require each operating unit
to individually report environmental, health and safety matters to our executive team monthly.
Seasonality
We do not believe our net sales are subject to significant seasonal variation; however, our net sales have
generally been lower in the first quarter of our fiscal year compared to the subsequent quarters due to fewer
working days resulting from the observance of various holidays.
Available Information
TD Group’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K, including any amendments, will be made available free of charge on the Company’s website,
www.transdigm.com, as soon as reasonably practicable, following the filing of the reports with the Securities and
Exchange Commission (“SEC”). In addition, the Company’s website allows investors and other interested
persons to sign up to automatically receive e-mail alerts when news releases and financial information is posted
on the website. The SEC also maintains a website, www.sec.gov, that contains reports, proxy and information
statements and other information regarding issuers that file electronically with the SEC. The information on or
obtainable through our website is not incorporated into this Annual Report on Form 10-K.
10

ITEM 1A. RISK FACTORS
Set forth 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. Additional risks and uncertainties not presently known to us or that we
currently deem immaterial also may impair our business operations and financial condition. You should not
interpret the disclosure of any risk factor to imply that the risk has not already materialized.
Risks Related to our Strategy
Our business focuses almost exclusively on the aerospace and defense industry.
During a prolonged period of significant market disruption in the aerospace and defense industry, such as
the adverse impact that the COVID-19 pandemic had on the commercial aerospace market, and other
macroeconomic factors such as when recessions occur, our business may be disproportionately impacted
compared to peer companies that are more diversified in the industries they serve. 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.
We rely heavily on certain customers for much of our sales.
In fiscal year 2024, no customer individually accounted for 10% or more of the Company’s net sales;
however, our top ten customers for fiscal year 2024 accounted for approximately 42% of our net sales. A
material reduction in purchasing by one of our larger customers for any reason, including but not limited to
general economic or aerospace downturns, decreased production, strike or resourcing, could have a material
adverse effect on results of operations, financial position and cash flows.
We generally do not have guaranteed future sales of our products. Further, when we enter into fixed price
contracts with some of our customers, we take the risk for cost overruns.
As is customary in our business, we do not generally have long-term contracts with most of our aftermarket
customers and, therefore, do not have guaranteed future sales. Although we have long-term contracts with many
of our OEM customers, many of those customers may terminate the contracts on short notice and, in most cases,
our customers have not committed to buy any minimum quantity of our products. In addition, in certain cases, we
must anticipate the future volume of orders based upon the historic purchasing patterns of customers and upon
our discussions with customers as to their anticipated future requirements, and this anticipated future volume of
orders may not materialize.
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 for a fixed price and, accordingly, realize all the benefit or detriment
resulting from any decreases or increases in the costs of making these products. This risk is greater in a high
inflationary environment, such as occurred in fiscal 2023 and fiscal 2024. Sometimes we accept a fixed-price
contract for a product that we have not yet produced, and this increases the risk of cost overruns or delays in the
completion of the design and manufacturing of the product. Most of our contracts do not permit us to recover
increases in raw material prices, taxes or labor costs.
We intend to pursue acquisitions. Our business may be adversely affected if we cannot consummate
acquisitions on satisfactory terms, or if we cannot effectively integrate acquired operations.
A significant portion of our growth has occurred through acquisitions. Any future growth through
acquisitions will be partially dependent upon the continued availability of suitable acquisition candidates at
11

favorable prices and upon advantageous terms and conditions. We intend to pursue acquisitions that we believe
will present opportunities consistent with our overall business strategy. However, we may not be able to find
suitable acquisition candidates to purchase or may be unable to acquire desired businesses or assets on
economically acceptable terms or may be unable to receive necessary regulatory approvals or support. In
addition, we may not be able to raise the capital necessary to fund future acquisitions. Because we may actively
pursue a number of 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.
We regularly engage in discussions with respect to potential acquisition and investment opportunities. If we
consummate an acquisition, our capitalization and results of operations may change significantly. Future
acquisitions could result in margin dilution and further likely result in the incurrence of additional debt and
contingent liabilities and an increase in interest and amortization expenses or periodic impairment charges related
to goodwill and other intangible assets as well as significant charges relating to integration costs.
Acquisitions involve risks that the businesses acquired will not perform in accordance with expectations and
that business judgments concerning the value, strengths and weaknesses of businesses acquired will prove
incorrect. In addition, we may not be able to successfully integrate any business we acquire into our existing
business. The successful integration of new businesses depends on our ability to manage these new businesses
and cut excess costs. The successful integration of future acquisitions may also require substantial attention from
our senior management and the management of the acquired business, which could decrease the time that they
have to service, attract customers and develop new products and services or attend to other acquisition
opportunities.
Our indebtedness could adversely affect our financial health and could harm our ability to react to
changes to our business and prevent us from fulfilling our obligations under our indebtedness.
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.
In addition, we may be able to incur substantial additional indebtedness in the future. 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. Although our senior secured credit facility and the indentures governing the various series of
senior secured and senior subordinated notes outstanding (the “Notes”) contain restrictions on the incurrence of
additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions,
and the indebtedness incurred in compliance with these qualifications and exceptions could be substantial. A
breach of any of the covenants or an inability to comply with the required leverage ratio could result in a default
under the senior secured credit facility or the indentures.
An increase in our indebtedness could also have other important consequences to investors. For example, it
could:
•
increase our vulnerability to general economic downturns and adverse competitive and industry
conditions;
•
increase the risk we are subjected to downgrade or put on a negative watch by the ratings agencies;
•
require us to dedicate a substantial portion of our cash flows from operations to payments on our
indebtedness, thereby reducing the availability of our cash flow to fund working capital requirements,
capital expenditures, acquisitions, research and development efforts and other general corporate
requirements;
12

•
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we
operate;
•
place us at a competitive disadvantage compared to competitors that have less debt; and
•
limit, along with the financial and other restrictive covenants contained in the documents governing our
indebtedness, among other things, our ability to borrow additional funds, make investments and incur
liens.
All of the term loans under our term loan facility and the borrowings under our revolving credit facility and
the Securitization Facility bear interest at variable rates primarily based on the Term Secured Overnight
Financing Rate (“Term SOFR”). Accordingly, if Term SOFR or other variable interest rates increase, our debt
service expense will also increase. In order to mitigate the interest rate risk of these variable rate borrowings, we
have in the past entered into interest rate swap, cap, and collar agreements that cover a significant portion of the
existing variable rate debt and may do so in the future, subject to market and other conditions. 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.
Our indebtedness increases the possibility that we may be unable to generate cash sufficient to pay, when
due, the principal of, interest on or other amounts due in respect of our indebtedness, including debt under the
senior secured credit facility and the Notes. We cannot assure that our business will generate sufficient cash flow
from operations or that future borrowings will be available to us under the senior secured credit facility or
otherwise in amounts sufficient to enable us to service our indebtedness. If we cannot service our debt, we will
have to take actions such as reducing or delaying capital investments, selling assets, restructuring or refinancing
our debt or seeking additional equity capital.
To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash
depends on many factors beyond our control and any failure to meet our debt service obligations could
harm our business, financial condition and results of operations.
Our ability to make payments on and to refinance our indebtedness, including the Notes, amounts borrowed
under the senior secured credit facility, amounts due under our Securitization Facility, and to fund our operations,
will depend on our ability to generate cash in the future, which, to a certain extent, is subject to general
economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
We cannot assure that our business will generate sufficient cash flow from operations, or that future
borrowings will be available to us under the senior secured credit facility or otherwise in amounts sufficient to
enable us to service our indebtedness, including the amounts borrowed under the senior secured credit facility,
amounts borrowed under our Securitization Facility and the Notes, or to fund our other liquidity needs. If we
cannot service our debt, we will have to take actions such as reducing or delaying capital investments, selling
assets, restructuring or refinancing our debt or seeking additional equity capital. We cannot assure that any of
these remedies could, if necessary, be effected on commercially reasonable terms, or at all. Our ability to
restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at
such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more
onerous covenants, which could further restrict our business operations. The terms of existing or future debt
instruments, the Securitization Facility, the indentures governing the Notes and the senior secured credit facility
may restrict us from adopting any of these alternatives. In addition, any failure to make payments of interest and
principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating,
which could harm our ability to incur additional indebtedness on acceptable terms and could otherwise adversely
affect our business, financial condition and results of operations.
13

The terms of the senior secured credit facility and indentures governing the Notes may restrict our current
and future operations, particularly our ability to respond to changes or to take certain actions.
Our senior secured credit facility and the indentures governing the Notes contain a number of restrictive
covenants that impose significant operating and financial restrictions on TD Group, TransDigm Inc. and its
restricted subsidiaries (in the case of the senior secured credit facility) and TransDigm Inc. and its restricted
subsidiaries (in the case of the indentures) and may limit their ability to engage in acts that may be in our long-
term best interests. The senior secured credit facility and indentures governing the Notes include covenants
restricting, among other things, the ability to (subject, in each case, to certain important exceptions):
•
incur or guarantee additional indebtedness or issue preferred stock;
•
pay distributions on, redeem or repurchase our capital stock or redeem or repurchase our subordinated
debt;
•
make investments;
•
sell assets;
•
enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us;
•
incur or allow to exist liens;
•
consolidate, merge or transfer all or substantially all of our assets;
•
engage in transactions with affiliates;
•
create unrestricted subsidiaries; and
•
engage in certain business activities.
A breach of any of these covenants could result in a default under the senior secured credit facility or the
indentures governing the Notes. If any such default occurs, the lenders under the senior secured credit facility
and the holders of the Notes may elect to declare all outstanding borrowings, together with accrued interest and
other amounts payable thereunder, to be immediately due and payable. The lenders under the senior secured
credit facility also have the right in these circumstances to terminate any commitments they have to provide
further borrowings. In addition, subject to the terms of an intercreditor agreement, following an event of default
under the senior secured credit facility or the indentures governing our various series of outstanding senior
secured notes, the lenders thereunder or the holders thereof, as applicable, will have the right to proceed against
the collateral granted to them to secure the debt, which includes our available cash, and they will also have the
right to prevent us from making debt service payments on the senior subordinated notes. If the debt under the
senior secured credit facility or the Notes were to be accelerated, we cannot assure that our assets would be
sufficient to repay in full the Notes and other debt.
We are dependent on our executive officers, senior management team and highly trained employees and
any work stoppage, difficulty hiring similar employees, or ineffective succession planning could adversely
affect our business.
Because our products are complicated and highly engineered, we depend on an educated and trained
workforce. Historically, there has been substantial competition for skilled personnel in the aerospace and defense
industry, and we could be adversely affected by a shortage of skilled employees. We may not be able to fill new
positions or vacancies created by expansion or turnover or attract and retain qualified personnel. 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 are currently significant inflationary and other pressures on wages.
Although we believe that our relations with our employees are satisfactory, we cannot assure that we will be
able to negotiate a satisfactory renewal of collective bargaining agreements or that our employee relations will
remain stable. Because we strive to limit the volume of finished goods inventory, any work stoppage could
materially and adversely affect our ability to provide products to our customers.
14

In addition, our success depends in part on our ability to attract and motivate our senior management and
key employees. Achieving this objective may be difficult due to a variety of factors, including fluctuations in
economic and industry conditions, competitors’ hiring practices, and the effectiveness of our compensation
programs. Competition for qualified personnel can be intense. If we are unable to effectively provide for the
succession of key personnel, senior management and our executive officers, including our President, Chief
Executive Officer and Director, our business, results of operations, cash flows and financial condition may be
adversely affected. The Company’s Board of Directors continually monitors this risk and we believe that the
Company’s succession plan, together with our straightforward strategy, clear value drivers, decentralized nature
and the quality of managers running our operating units helps to mitigate this risk.
Public health crises, such as the COVID-19 pandemic, and other health pandemics, epidemics and
outbreaks could adversely affect our business.
A significant public health crisis, such as the COVID-19 pandemic, could cause disruption to our
operations. The COVID-19 pandemic had a negative effect on our business, results of operations, cash flows and
financial condition. It affected our business due to the impact on the global economy, including its effects on the
commercial aerospace industry, the supply chain and raw material availability, production efforts and customer
demand for our products and services. Our ability to predict and respond to future changes resulting from
potential health crises is uncertain. Even after a public health crises subsides, there may be long-term effects on
our business practices and customers in economies in which we operate that could severely disrupt our operations
and could have a material adverse effect on our business, results of operations, cash flows and financial
condition. As we cannot predict the duration, scope or severity of future public health crises, the negative
financial impact to our results cannot be reasonably estimated and could be material.
Risks Related to our Operations
Our sales to manufacturers of aircraft are cyclical, and a downturn in sales to these manufacturers may
adversely affect us.
Our sales to manufacturers of large commercial aircraft, such as Boeing, Airbus, and related OEM suppliers,
as well as manufacturers of business jets have historically experienced periodic downturns. In the past, these
sales have been affected by airline profitability, which is impacted by, among other things, fuel and labor costs,
price competition, interest rates, downturns in the global economy and national and international events. In
addition, sales of our products to manufacturers of business jets are impacted by, among other things, downturns
in the global economy. 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. Significant labor disagreements and supply chain issues
may also negatively impact the production of aircraft. Downturns adversely affect our results of operations,
financial position and cash flows.
Our business is dependent on the availability of certain components and raw materials from suppliers.
Our business is affected by the price and availability of the raw materials and component parts that we use
to manufacture our components. Our business, therefore, could be adversely impacted by factors affecting our
suppliers (such as the destruction of our suppliers’ facilities or their distribution infrastructure, a work stoppage
or strike by our suppliers’ employees or the failure of our suppliers to provide materials of the requisite quality),
or by increased costs of such raw materials or components if we were unable to pass along such price increases to
our customers. Changes to tariff and import and export regulations in the United States and abroad may also
negatively impact the availability and pricing of raw materials.
15

Because we strive to limit the volume of raw materials and component parts on hand, our business could be
adversely affected if we were unable to obtain these raw materials and components from our suppliers in the
quantities we require or on favorable terms. Although we believe in most cases that we could identify alternative
suppliers, or alternative raw materials or component parts, the lengthy and expensive aviation authority and OEM
certification processes associated with aerospace products could prevent efficient replacement of a supplier, raw
material or component part.
We face significant competition.
We operate in a highly competitive global industry and compete against a number of companies.
Competitors in our product lines are both U.S. and foreign companies and range in size from divisions of large
public corporations to small privately-held entities. We believe that our ability to compete depends on high
product performance, consistent high quality, short lead-time and timely delivery, competitive pricing, superior
customer service and support and continued certification under customer quality requirements and assurance
programs. We may have to adjust the prices of some of our products to stay competitive.
Climate-related regulations designed to address climate change may result in additional compliance costs.
Our operations and the products we sell are currently subject to rules limiting emissions and to other
climate-related regulations in certain jurisdictions where we operate. 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. We cannot predict what
environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations
will be administered or interpreted, or what environmental conditions may be found to exist. Compliance with
any new or more stringent laws or regulations, or stricter interpretations of existing laws, could require additional
expenditures by us or our suppliers, in which case, the costs of raw materials and component parts could increase.
As a whole, 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. Accordingly, we do not anticipate any material adverse impact from increased carbon regulation
directly on our manufacturing operations. Further, because of our wide portfolio of hundreds of thousands of
products, we do not anticipate any material adverse impact from the reliance on a supplier or group of suppliers
that may be subject to climate risks. However, regulation that would have a material adverse impact on air travel
could have a material adverse impact on our business. Given the political significance and uncertainty around
these issues, we cannot predict how legislation, 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 basis by the
year 2031. Fiscal 2019 is the selected baseline year for TransDigm that we will compare against as we make
progress towards our emissions reduction goal. We continue to evaluate ways to reduce our energy and water
consumption and lower our greenhouse gas emissions through energy efficiency measures, the purchase of green
power and other actions.
Our operations depend on our manufacturing facilities, which are subject to physical and other risks that
could disrupt production.
Our operations and those of our customers and suppliers have been and may again be subject to natural
disasters, climate change-related events, pandemics or other business disruptions, which could seriously harm our
results of operation and increase our costs and expenses. Some of our manufacturing facilities are located in
regions that may be impacted by severe weather events, such as increased storm frequency or severity in the
Atlantic and fires in hotter and drier climates. These could result in potential damage to our physical assets as
well as disruptions in manufacturing activities. Some of our manufacturing facilities are located in areas that may
be at risk due to rising sea levels. Moreover, some of our manufacturing facilities are located in areas that could
experience decreased access to water due to climate issues.
16

We are also vulnerable to damage from other types of disasters, including power loss, fire, explosions,
floods, communications failures, terrorist attacks and similar events. Disruptions could also occur due to health-
related outbreaks and crises, cyber-attacks, computer or equipment malfunction (accidental or intentional),
operator error or process failures. Should insurance or other risk transfer mechanisms, such as our existing
disaster recovery and business continuity plans, be insufficient to recover all costs, we could experience a
material adverse effect on our business, results of operations, financial position and cash flows.
Operations and sales outside of the United States may be subject to additional risks.
Our net sales to foreign customers were approximately $2.9 billion for the fiscal year ended September 30,
2024. A number of risks inherent in international operations could have a material adverse effect on our results of
operations, including war, sanctions, global health crises, currency fluctuations, difficulties in staffing and
managing multinational operations, general economic and political uncertainties and potential for social unrest in
countries in which we operate, limitations on our ability to enforce legal rights and remedies, restrictions on the
repatriation of funds, change in trade policies, tariff regulation, difficulties in obtaining export and import
licenses and the risk of government financed competition.
Issues with the global supply chain can also rise due to some of the aforementioned risks, as well as the
availability and cost of raw materials to suppliers, merchandise quality or safety issues, shipping and transport
availability and cost, increases in wage rates and taxes, transport security, inflation and other factors relating to
the suppliers and the countries in which they are located or from which they import. Such issues are often beyond
our control and could adversely affect our operations and profitability. Furthermore, the Company is subject to
laws and regulations, 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. Failure to comply with these laws could subject the
Company to civil and criminal penalties that could materially adversely affect the Company’s results of
operations, financial position and cash flows.
We continue to monitor the ongoing conflicts between Israel and Hamas and between Russia and Ukraine
and the related export controls and financial and economic sanctions imposed on certain industry sectors,
including the aviation sector, and parties in Russia by the U.S., the U.K., the European Union and others.
Although the conflicts have not, nor are expected to, have a direct material adverse impact on TransDigm’s
business, the implications of the Israel and Hamas and Russia and Ukraine conflicts in the short-term and long-
term are difficult to predict. Factors such as increased energy costs, the availability of certain raw materials for
aircraft manufacturers, embargoes on flights from certain airlines, sanctions on certain companies, and the
stability of certain customers could impact the global economy and aviation sector. 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.
We are subject to certain unique business risks as a result of supplying equipment and services to the U.S.
Government.
Companies engaged in supplying defense-related equipment and services to U.S. Government agencies,
whether through direct contracts with the U.S. Government or as a subcontractor to customers contracting with
the U.S. Government, are subject to business risks specific to the defense industry. These risks include the ability
of the U.S. Government to unilaterally:
•
suspend or debar us from receiving new contracts based on alleged violations of procurement laws or
regulations;
•
terminate existing contracts;
17

•
revoke required security clearances; and
•
audit contract-related costs and fees, including allocated indirect costs.
Most U.S. Government contracts can be terminated by the U.S. Government at its convenience without
significant notice. Termination for convenience provisions provide only for recovery of costs incurred or
committed, settlement expenses and profit on the work completed prior to termination.
Most of our U.S. Government contracts are based on a firm-fixed price. On contracts for which the price is
based on the reimbursement of costs, the U.S. Government may review our 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
our contract-related costs and fees, including allocated indirect costs. In addition, under U.S. Government
purchasing regulations, some of our costs, including most financing costs, amortization of intangible assets,
portions of research and development costs, and certain marketing expenses may not be subject to reimbursement
under cost-reimbursement contracts.
Furthermore, even where the price is not based on cost, the U.S. Government may seek to review 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 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 cost, 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. Any of those occurrences could lead to a reduction in our revenue from, or
the profitability of certain of our supply arrangements with, certain agencies and buying organizations of the U.S.
Government. Further, negative publicity relating to the results of any audit, inquiry or subsequent hearing or the
like could negatively impact our stock price.
If a government inquiry or investigation uncovers 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 a number of additional operational
requirements, which do not apply to entities not engaged in government contracting. Failure to comply with such
government contracting requirements could result in civil and criminal penalties that could have a material
adverse effect on the Company’s results of operations.
Our business may be adversely affected if we would lose our government or industry approvals or if more
stringent government regulations are enacted or if industry oversight is increased.
The aerospace industry is highly regulated in the U.S. and in other countries. In order to sell our products,
we and the products we manufacture must be certified by the FAA, the DOD and similar agencies in foreign
countries and by individual manufacturers. If new and more stringent government regulations are adopted or if
industry oversight increases, we might incur significant expenses to comply with any new regulations or
heightened industry oversight. In addition, if material authorizations or approvals were revoked or suspended,
our business would be adversely affected.
In addition to the aviation approvals, we are at times required to obtain approval from U.S. Government
agencies and similar agencies elsewhere in the world to export our products. U.S. laws and regulations applicable
to us include the Arms Export Control Act, the International Traffic in Arms Regulations (“ITAR”), the Export
Administration Regulations (“EAR”) and the trade sanctions laws and regulations administered by the United
18

States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). EAR restricts the export of
commercial and dual-use products and technical data to certain countries, while ITAR restricts the export of
defense products, technical data and defense services.
Failure to obtain approval to export or determination by the U.S. Government or similar agencies elsewhere
in the world that we failed to receive required approvals or licenses could eliminate or restrict our ability to sell
our products outside the United States or other country of origin, and the penalties that could be imposed by the
U.S. Government or other applicable government for failure to comply with these laws could be significant.
We could incur substantial costs as a result of data protection concerns.
The interpretation and application of data protection laws in the U.S. and globally, including but not limited
to the General Data Protection Regulation (the “GDPR”), the California Consumer Privacy Act (the “CCPA”),
China’s Personal Information Protection Law (“PIPL”) and the EU AI Act, are uncertain and evolving. It is
possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices.
Complying with these various laws is difficult and could cause us to incur substantial costs or require us to
change our business practices in a manner adverse to our business. Further, although we have implemented
internal controls and procedures designed to ensure compliance with the GDPR, CCPA, PIPL, the EU AI Act and
other privacy-related laws, rules and regulations (collectively, the “Data Protection Laws”), there can be no
assurance that our controls and procedures will enable us to be fully compliant with all Data Protection Laws.
The rapid evolution and increased adoption of artificial intelligence (“AI”) technologies may intensify these
risks. Any failure to comply with Data Protection Laws 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 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.
We rely extensively on information technology systems to manage and operate our business, some of which
are managed by third parties. The security and functionality of these information technology systems, and the
processing of data by these systems, are critical to our business operations. If these systems, or any part of the
systems, are damaged, intruded upon, attacked, shutdown or cease to function properly (whether by planned
upgrades, force majeure, telecommunications failures, criminal acts, including hardware or software break-ins,
ransomware attacks or extortion attempts, or viruses, or other cybersecurity incidents) and we suffer any
resulting interruption in our ability to manage and operate our business or if our products are affected, our results
of operations and financial condition could be materially adversely affected. In fact, we have experienced data
security incidents, although these have not had a material impact on our financial results. Furthermore, the
Company has access to classified, sensitive, confidential, proprietary, or personal data or information that is
subject to privacy and security laws, regulations, or other contractually-imposed controls. The rapid evolution
and increased adoption of AI technologies may intensify our cybersecurity risks.
Despite our use of reasonable and appropriate technical security controls and monitoring, security breaches,
theft, misplaced, lost or corrupted data, programming, or employee errors and/or malfeasance have led and could
in the future lead to the compromise or improper use of such sensitive, confidential, proprietary, or personal data
or information. 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 consequences. Further, the amount of insurance coverage that we maintain
may be inadequate to cover claims or liabilities relating to a cybersecurity incident. Depending on the nature and
magnitude of these events, they may have an adverse impact on our results of operations or financial condition.
19

Risks Related to Legal and Regulatory Matters
We could incur substantial costs as a result of violations of or liabilities under environmental laws and
regulations.
Our operations and facilities are subject to a number of federal, state, local and foreign environmental laws
and regulations that govern, among other things, discharges of pollutants into the air and water, the generation,
handling, storage and disposal of hazardous materials and wastes, the remediation of contamination and the
health and safety of our employees. Environmental laws and regulations may require that the Company
investigate and remediate the effects of the release or disposal of materials at sites associated with past and
present operations. Certain facilities and third-party sites utilized by subsidiaries of the Company have been
identified as potentially responsible parties under the federal superfund laws and comparable state laws. The
Company is currently involved in the investigation and remediation of a number of sites under applicable laws.
Estimates of the Company’s environmental liabilities are based on current facts, laws, regulations and
technology. These estimates take into consideration the Company’s prior experience and professional judgment
of the Company’s environmental advisors. Estimates of the Company’s environmental liabilities are further
subject to uncertainties regarding the nature and extent of site contamination, the range of remediation
alternatives available, evolving remediation standards, imprecise engineering evaluations and cost estimates, the
extent of corrective actions that may be required and the number and financial condition of other potentially
responsible parties, as well as the extent of their responsibility for the remediation.
Accordingly, as investigations and remediations proceed, it is likely that adjustments in the Company’s
accruals will be necessary to reflect new information. The amounts of any such adjustments could have a
material adverse effect on the Company’s results of operations or cash flows in a given period. Based on
currently available information, however, the Company does not believe that future environmental costs in
excess of those accrued with respect to sites for which the Company has been identified as a potentially
responsible party are likely to have a material adverse effect on the Company’s financial condition.
We may be subject to periodic litigation and regulatory proceedings, which may adversely affect our
business and financial performance.
From time to time, we are involved in lawsuits and regulatory actions brought or threatened against us in the
ordinary course of business. These actions and proceedings may involve claims for, among other things,
compensation for alleged personal injury, workers’ compensation, employment discrimination, or breach of
contract. In addition, we may be subject to class action lawsuits, including those involving allegations of
violations of consumer product statutes or the Fair Labor Standards Act and state wage and hour laws. Due to the
inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of any such actions or
proceedings. The outcome of litigation, particularly class action lawsuits and regulatory actions, is difficult to
assess or quantify, as plaintiffs may seek recovery of very large or indeterminate amounts in these types of
lawsuits, and the magnitude of the potential loss may remain unknown for substantial periods of time. In
addition, plaintiffs in many types of actions may seek punitive damages, civil penalties, consequential damages
or other losses, or injunctive or declaratory relief. These proceedings could result in substantial cost and may
require us to devote substantial resources to defend ourselves. The ultimate resolution of these matters through
settlement, mediation, or court judgment could have a material impact on our financial condition, results of
operations, and cash flows.
We could be adversely affected if one of our products causes an aircraft to crash.
Our operations expose us to potential liabilities for personal injury or death as a result of the failure of an
aircraft product that we have designed, manufactured or serviced. While we maintain liability insurance to
protect us from future product liability claims, in the event of product liability claims our insurers may attempt to
20

deny coverage or any coverage we have may not be adequate. We also may not be able to maintain insurance
coverage in the future at an acceptable cost. Any liability not covered by insurance or for which third-party
indemnification is not available could result in significant liability to us.
In addition, a crash caused by one of our products could damage our reputation for quality products. We
believe our customers consider safety and reliability as key criteria in selecting a provider of aircraft products. If
a crash were to be caused by one of our products, or if we were to otherwise fail to maintain a satisfactory record
of safety and reliability, our ability to retain and attract customers may be materially adversely affected.
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.
Risks Related to Financial Matters
We have recorded a significant amount of intangible assets, which may never generate the returns we
expect.
Mergers and acquisitions have resulted in significant increases in identifiable intangible assets and goodwill.
Identifiable intangible assets, which primarily include trademarks, trade names, customer relationships, and
technology, were approximately $3.4 billion at September 30, 2024, representing approximately 13% of our total
assets. Goodwill recognized in accounting for mergers and acquisitions was approximately $10.4 billion at
September 30, 2024, representing approximately 41% of our total assets. We may never realize the full value of
our identifiable intangible assets and goodwill, and to the extent we were to determine that our identifiable
intangible assets or our goodwill were impaired within the meaning of applicable accounting standards, we
would be required to write-off the amount of any impairment.
We may be subject to risks relating to changes in our tax rates or exposure to additional income tax
liabilities.
We are subject to income taxes in the U.S. and various non-U.S. jurisdictions. The Company’s domestic and
international tax liabilities are dependent upon the location of earnings among these different jurisdictions. The
Company’s future results of operations could be adversely affected by changes in the Company’s effective tax
rate as a result of changes in the mix of earnings in countries with differing statutory tax rates, changes in the
21

valuation of deferred tax assets, challenges by tax authorities or changes in tax laws or regulations. From time to
time, changes in tax laws or regulations may be proposed or enacted that could adversely affect our overall tax
liability. There can be no assurance that changes in tax laws or regulations, both within the U.S. and the other
jurisdictions in which we operate, such as the proposed 15% global minimum tax under the Organisation for
Economic Co-operation and Development (the “OECD”) Pillar Two, Global Anti-Base Erosion Rules (the “Pillar
Two Rules”), will not materially and adversely affect our effective tax rate, tax payments, financial condition and
results of operations. As of September 30, 2024, a handful of jurisdictions where the Company operates,
including Canada, U.K. and Germany, have adopted the Pillar Two Rules. The effective dates vary between
fiscal 2025 and fiscal 2026.
In addition, the amount of income taxes paid by the Company is subject to ongoing audits by U.S. federal,
state and local tax authorities and by non-U.S. tax authorities. If these audits result in assessments different from
amounts reserved, future financial results may include unfavorable adjustments to the Company’s tax liabilities,
which could have a material adverse effect on the Company’s results of operations.
We do not regularly declare and pay quarterly or annual cash dividends on our stock.
Notwithstanding special cash dividends, of which the most recent declarations by the Company’s Board of
Directors was on September 19, 2024 in the amount of $75.00 per outstanding share of common stock, which
was paid on October 18, 2024 to stockholders of record as of October 4, 2024, we do not anticipate declaring
regular cash dividends, whether quarterly or annual, on our common stock or any other equity security in the
foreseeable future.
The amounts that may be available to us to pay future special cash dividends are restricted under our debt
and other agreements. Any payment of special cash dividends on our common stock in the future will be at the
discretion of our Board of Directors and will depend on our results of operations, earnings, capital requirements,
financial condition, future prospects, contractual restrictions and other factors deemed relevant by our Board of
Directors. Therefore, shareholders should not rely on regular quarterly or annual dividend income from shares of
our common stock and should not rely on special dividends with any regularity or at all.
General Risks
Our commercial business is sensitive to the number of flight hours that our customers’ planes spend aloft,
the size and age of the worldwide aircraft fleet and our customers’ profitability. These items are, in turn,
affected by general economic and geopolitical and other worldwide conditions.
Our commercial business is directly affected by, among other factors, changes in RPKs, the size and age of
the worldwide aircraft fleet, the percentage of the fleet that is out-of-warranty and changes in the profitability of
the commercial airline industry. RPKs and airline profitability have historically been correlated with the general
economic environment, although national and international events also play a key role. 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.
In addition, global market and economic conditions have been challenging due to turbulence in the U.S. and
international markets and economies and have prolonged declines in business and consumer spending. 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. During periods of reduced airline profitability, some airlines may delay
purchases of spare parts, preferring instead to deplete existing inventories, and delay refurbishments and
22

discretionary spending. If demand for spare parts decreases, there would be a decrease in demand for certain
products. An adverse change in demand could impact our results of operations, collection of accounts receivable
and our expected cash flow generation from current and acquired businesses which may adversely impact our
financial condition and access to capital markets.
U.S. military spending is dependent upon the U.S. defense budget.
The military and defense market is significantly dependent upon government budget trends, particularly the
DOD budget. In addition to normal business risks, our supply of products to the U.S. Government is subject to
unique risks largely beyond our control. DOD budgets could be negatively impacted by several factors,
including, but not limited to, a change in defense spending policy as a result of the presidential election or
otherwise, the U.S. Government’s budget deficits, spending priorities, the cost of sustaining the U.S. military
presence internationally and possible political pressure to reduce U.S. Government military spending, each of
which could cause the DOD budget to remain unchanged or to decline. A significant decline in U.S. military
expenditures could result in a reduction in the amount of our products sold to the various agencies and buying
organizations of the U.S. Government.
Our stock price may be volatile, and an investment in our common stock could suffer a decline in value.
There has been significant volatility in the market price and trading volume of equity securities, which is
unrelated to the operating performance of the companies issuing the securities. These market fluctuations may
negatively affect the market price of our common stock. Shareholders may not be able to sell their shares at or
above the purchase price due to fluctuations in the market price of our common stock. Such changes could be
caused by changes in our operating performance or prospects, including possible changes due to the cyclical
nature of the aerospace industry and other factors such as fluctuations in OEM and aftermarket ordering, which
could cause short-term swings in profit margins. Or such changes could be unrelated to our operating
performance, such as changes in market conditions affecting the stock market generally or the stocks of
aerospace companies or changes in the outlook for our common stock, such as changes to or the confidence in
our business strategy, changes to or confidence in our management, or expectations for future growth of the
Company.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
We have established a risk-based cybersecurity and information security program (“program”) designed to
assess, identify, and manage material risks from cybersecurity threats. Our cybersecurity risk management
process includes policies that specify the requirements for technical security controls, monitoring systems, tools
and services from third-party providers, and employee training and awareness. Our cybersecurity risk
management process also includes regular independent audits across our operating units. Management oversees
our cybersecurity risk management process in order to assess and manage material risks from cybersecurity
threats identified by both internal and external threat intelligence. Our program monitors and evaluates risks from
cybersecurity threats, and we aim to adapt our program and related processes accordingly. As adopted by our
businesses, which has been overseen by our corporate executive team, we have a cybersecurity incident response
plan that outlines our policies and procedures for managing a cybersecurity incident. Our businesses are required
to conduct regular exercises of their incident response plan as part of our program.
The multi-layered framework on which our cybersecurity and information security program is built
incorporates cybersecurity standards and certain requirements of the National Institute of Standards and
Technology (“NIST”) Special Publication 800-171—Protecting Controlled Unclassified Information in
23

Non-Federal Systems and Organizations—along with other legal and regulatory requirements. However, this
does not mean that we meet any particular technical standards, specifications, or requirements, but rather that we
use NIST and other cybersecurity standards as a guide to help us identify, assess, and manage cybersecurity risks
relevant to our business.
Our cybersecurity and information security program is led by the Company’s Vice President of
Cybersecurity (“VPoC”) who reports to our Chief Financial Officer. Our VPoC has served as a technology leader
of cybersecurity, information security, infrastructure, and operational functions for over 35 years. The VPoC is
supported by the Incident Response Team (“IRT”), a management committee made up of the Co-Chief Operating
Officers, Chief Financial Officer, and executives in legal, finance, IT, and audit. The IRT supports the VPoC in
assessing and managing risks from cybersecurity threats and in the event of a cybersecurity incident, provides
oversight and leadership with respect to incident response.
We have in place an incident response plan to identify, respond to, and recover from cybersecurity threats
and cybersecurity incidents. In the event of a potentially material cybersecurity incident, as determined by the
VPoC with support from legal, as needed, the IRT is notified through an established escalation protocol. The
Chair of the Audit Committee is also notified and briefed, and meetings of the Audit Committee and/or full
Board of Directors would be held as appropriate. We maintain a relationship with a third-party forensic vendor
available for incident response and investigation. Additionally, we maintain cybersecurity insurance.
The Company’s Board of Directors oversees our enterprise risk management (“ERM”) program and has
delegated the primary responsibility for its oversight, which includes oversight of cybersecurity risk, to the Audit
Committee. The Audit Committee is informed of about material risks from cybersecurity threats through regular
discussion with management regarding cybersecurity risk mitigation and cybersecurity incident management.
Executive management, including our VPoC, regularly presents to the Audit Committee regarding cybersecurity
matters, including program updates, key metrics, and developments.
The ERM program inventories and classifies key risk areas. We employ a methodology for scoring the risks
based on the probability and impact of individual risks and discuss and implement countermeasures to address
the risks.
Based on the information we have as of the date of this Annual Report on Form 10-K, we do not believe any
risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially
affected or are reasonably likely to materially affect our business strategy, results of operations or financial
condition. For further information about risks related to cybersecurity threats, refer to Item 1A. “Risk Factors.”
24

ITEM 2.
PROPERTIES
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
Woodland, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power & Control
60,000
Wichita, KS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power & Control
57,000
Branford, CT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
52,000
Hawkesbury, Ontario, Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
50,000
Avenel, NJ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power & Control
48,500
Rancho Cucamonga, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power & Control
47,000
Pennsauken, NJ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
38,000
Ryde, United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power & Control
33,200
Rancho Cucamonga, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
32,700
25

TransDigm’s principal leased 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
Everett, WA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
339,300
East Camden, AR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power & Control
276,000
Whippany, NJ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power & Control
230,500
Portsmouth, United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
193,500
Nittambuwa, Sri Lanka . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
168,000
Santa Ana, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
159,200
Tijuana, Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
141,000
Holmestrand, Norway . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
139,500
Marlow, United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
116,100
Tijuana, Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power & Control
112,800
Melbourne, FL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power & Control
107,000
Farnborough, United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power & Control
103,400
Goldsboro, NC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power & Control
101,000
Fullerton, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
100,000
Kunshan, China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
98,500
Bethpage, NY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power & Control
98,000
Sylmar, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
93,000
Elkhart, IN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-aviation
91,500
Carson City, NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
90,100
Kunshan, China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-aviation
86,100
Davis Junction, IL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
84,500
Middlesex, United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power & Control
84,000
Miesbach, Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power & Control
83,600
Livermore, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
73,200
Camarillo, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power & Control
70,000
Matamoros, Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power & Control
69,200
Gloucestor, United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
69,100
Delta, British Columbia, Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
59,300
Chihuahua, Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
55,000
Portland, OR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
50,000
St. Paul, MN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
49,600
Zunyi, China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power & Control
45,600
Sugar Grove, IL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
45,000
Palo Alto, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power & Control
44,300
Palm Bay, FL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power & Control
42,000
Tempe, AZ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power & Control
40,200
Anaheim, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
39,000
Collegeville, PA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
37,000
Chongqing, China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
36,300
Rancho Santa Margarita, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
35,200
Los Angeles, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
33,200
Joensuu, Finland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Airframe
32,300
Our Cleveland, OH and Newport Beach, CA corporate facilities house our principal executive offices, and
we currently lease approximately 26,000 square feet and 5,800 square feet, respectively, for those purposes.
TransDigm also leases certain of its other non-material facilities. Management believes that our machinery,
plants and offices are in satisfactory operating condition and that it will have sufficient capacity to meet
foreseeable future needs without incurring significant additional capital expenditures.
26

ITEM 3.
LEGAL PROCEEDINGS
The Company is involved in various claims and legal actions arising in the ordinary course of business. 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. While the
Company is currently involved in certain legal proceedings, it believes the results of these proceedings will not
have a material adverse effect on its financial condition, results of operations, or cash flows.
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is traded on the New York Stock Exchange, or NYSE, under the ticker symbol “TDG.”
Holders
As of October 9, 2024, there were 30 stockholders of record of our common stock and approximately
836,000 beneficial stockholders, which includes an estimated number of stockholders who have their shares held
in their accounts by banks and brokers.
Dividends
On November 27, 2023, the Company paid a special cash dividend of $35.00 on each outstanding share of
common stock and cash dividend equivalent payments on eligible vested options outstanding under its stock
option plans. The total cash payment, funded by existing cash on hand, related to the special dividend and
dividend equivalent payments was approximately $2,020 million.
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.
27

Performance Graph
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 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,
2019, and its relative performance is tracked through September 30, 2024.
The following performance graph and related information shall not be deemed “soliciting material” nor to
be “filed” with the SEC, nor shall such information be incorporated by reference into any future filings under the
Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent we
specifically incorporate it by reference into such filing.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among TransDigm Group Inc., the S&P 500 Index and S&P Aerospace & Defense Select Index
$50
$150
$200
$250
$350
$300
TransDigm Group Inc.
S&P 500 Index
9/30/23
9/30/24
9/30/22
9/30/21
9/30/20
9/30/19
S&P Aerospace & Defense Select Index
$100
*$100 invested on 9/30/2019 in stock or index, including reinvestment of dividends.
Copyright 2024 Standard & Poor’s, a division of S&P Global. All rights reserved.
9/30/2019
9/30/2020
9/30/2021
9/30/2022
9/30/2023
9/30/2024
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
28

Purchases of Equity Securities by the Issuer or Affiliated Purchaser
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.
ITEM 6.
[RESERVED]
29

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read together with
TD Group’s consolidated financial statements and the related notes included elsewhere in this report. The
following discussion may contain predictions, estimates and other forward-looking statements that involve a
number of risks and uncertainties, including those discussed under the heading entitled “Risk Factors” included
elsewhere in this report. These risks could cause our actual results to differ materially from any future
performance suggested below.
Overview
For fiscal year 2024, we generated net sales of $7,940 million, gross profit of $4,672 million or 58.8% of net
sales, and net income attributable to TD Group of $1,714 million. We believe we have achieved steady, long-
term growth in sales and improvements in operating performance due to our competitive strengths and through
execution of our value-driven operating strategy. More specifically, we believe that focusing our businesses on
our value-driven operating strategy of obtaining profitable new business, carefully controlling the cost structure
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.
Our selective acquisition strategy has also been an important contribution to the growth of our business. We
maintain a selective acquisition strategy, concentrating on proprietary commercial aerospace component
businesses with significant aftermarket content. 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 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
30

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.
Our commercial transport OEM shipments and revenues generally run ahead of aircraft delivery schedules.
Consistent with prior years, our fiscal 2025 shipments will be a function of, among other things, the estimated
2025 and 2026 commercial aircraft production rates for Boeing and Airbus. In fiscal 2024, we experienced
improved sales in the commercial OEM sector primarily due to increased aircraft production by Boeing and
Airbus. Airline demand for new aircraft remains high, and the OEMs are working to increase aircraft production.
However, aircraft production rates remain well below pre-pandemic levels as the struggles in the OEM supply
chain persist. Due to these factors, it is difficult to accurately predict the OEM build rates for 2025.
Our military business fluctuates from year-to-year, and is dependent, to a degree, on government budget
constraints, the timing of orders, macro and micro dynamics with respect to the U.S. Department of Defense
(“DOD”) procurement policy and the extent of global conflicts, such as the ongoing conflicts between Russia and
Ukraine and Israel and Hamas. Also, delays in government spending outlays and government funding
reprioritization, such as shifting funds to efforts to assist friendly countries in conflicts, provides for further
unpredictability in the military spending outlook. For a variety of reasons, the military spending outlook is very
uncertain, though recent DOD budgets have trended upwards.
31

Defense sales in fiscal 2024 increased compared to fiscal 2023 at a higher rate than in recent fiscal years due
to improving U.S. Government defense spend outlays. DOD budgets have trended upwards as geopolitical
challenges such as the ongoing conflicts between Russia and Ukraine and Israel and Hamas, and military
modernization efforts are driving demand.
Results of Operations
The following table sets forth, for the periods indicated, certain operating data of the Company, including
presentation of the amounts as a percentage of net sales (amounts in millions, except per share data):
Fiscal Years Ended September 30,
2024
% of
Net Sales
2023
% of
Net Sales
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,940
100.0% $6,585
100.0%
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,268
41.2%
2,743
41.7%
Selling and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
980
12.3%
780
11.8%
Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
161
2.0%
139
2.1%
Income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,531
44.5%
2,923
44.4%
Interest expense-net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,286
16.2%
1,164
17.7%
Refinancing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
0.7%
56
0.9%
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(28)
(0.4)%
(13)
(0.2)%
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
500
6.3%
417
6.3%
Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,715
21.6%
1,299
19.7%
Less: Net income attributable to noncontrolling interests . . . . . . . . . . . . . . .
(1)
— %
(1)
— %
Net income attributable to TD Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,714
21.6% $1,298
19.7%
Net income applicable to TD Group common stockholders . . . . . . . . . . . . . . $ 1,481 (1) 18.7% $1,260 (1) 19.1%
Earnings per share attributable to TD Group common stockholders:
Basic and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25.62 (2)
$22.03 (2)
Cash dividends declared per common share . . . . . . . . . . . . . . . . . . . . . . . . . . $110.00
$ —
Weighted-average shares outstanding—basic and diluted . . . . . . . . . . . . . . .
57.8
57.2
Other Data:
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,813 (3)
$3,148 (3)
EBITDA As Defined . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,173 (3) 52.6% $3,395 (3) 51.6%
(1)
Net income applicable to TD Group common stockholders represents net income attributable to TD Group
less special dividends declared or paid on participating securities, including dividend equivalents of
$233 million and $38 million for the fiscal years ended September 30, 2024 and 2023, respectively.
(2)
Earnings per share is calculated by dividing net income applicable to TD Group common stockholders by
the basic and diluted weighted average common shares outstanding.
(3)
Refer to “Non-GAAP Financial Measures” in this discussion and analysis for additional information and
limitations regarding these non-GAAP financial measures, including a reconciliation to the comparable U.S.
GAAP financial measure.
32

Fiscal year ended September 30, 2024 compared with fiscal year ended September 30, 2023
Total Company
•
Net Sales. Net organic sales and acquisition sales and the related dollar and percentage changes for the
fiscal years ended September 30, 2024 and 2023 were as follows (amounts in millions):
Fiscal Years Ended
Change
% Change
Net Sales
September 30, 2024
September 30, 2023
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%
Organic sales represent net sales from existing businesses owned by the Company, excluding sales from
acquisitions. Acquisition sales represent net sales from acquired businesses for the period up to one year from the
respective acquisition date. We believe this measure provides investors with a supplemental understanding of
underlying sales trends by providing sales growth on a consistent basis. Refer to Note 2, “Acquisitions,” in the
notes to the consolidated financial statements included herein for information on the Company’s recent
acquisitions.
The increase in organic sales of $1,067 million for the fiscal year ended September 30, 2024 compared to
the fiscal year ended September 30, 2023 is primarily related to increases in defense sales ($486 million, an
increase of 18.9%), commercial OEM sales ($294 million, an increase of 20.4%) and commercial aftermarket
sales ($253 million, an increase of 12.0%).
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. The increase in commercial aftermarket sales is primarily
attributable to the continued recovery in commercial air travel demand and the resulting higher flight hours and
utilization of aircraft in fiscal 2024 compared to fiscal 2023, particularly internationally.
The increase in acquisition sales for the fiscal year ended September 30, 2024 is primarily attributable to the
fiscal 2024 acquisitions of Raptor Scientific, the Electron Device Business of Communications & Power
Industries (“CPI’s Electron Device Business”), SEI Industries LTD (“SEI”) and FPT Industries LLC (“FPT”) and
the third quarter fiscal 2023 acquisition of Calspan Corporation (“Calspan”).
33

•
Cost of Sales and Gross Profit. Cost of sales increased by $525 million or 19.1%, to $3,268 million for
the fiscal year ended September 30, 2024 compared to $2,743 million for the fiscal year ended
September 30, 2023. Cost of sales and the related percentage of net sales for the fiscal years ended
September 30, 2024 and 2023 were as follows (amounts in millions):
Fiscal Years Ended
Change
% Change
September 30, 2024
September 30, 2023
Cost of sales—excluding costs below . . . . . . . . . . . . . .
$3,241
$2,744
$497
18.1%
% of net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40.8%
41.7%
Non-cash stock and deferred compensation expense . .
21
17
4
23.5%
% of net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.3%
0.3%
Inventory step-up amortization . . . . . . . . . . . . . . . . . . .
21
2
19
950.0%
% of net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.3%
— %
Foreign currency losses . . . . . . . . . . . . . . . . . . . . . . . . .
20
14
6
42.9%
% of net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.3%
0.2%
Loss contract amortization . . . . . . . . . . . . . . . . . . . . . .
(35)
(34)
(1)
(2.9)%
% of net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(0.4)%
(0.5)%
Total cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$3,268
$2,743
$525
19.1%
% of net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41.2%
41.7%
Gross profit (Net sales less Total cost of sales) . . . . . . .
$4,672
$3,842
$830
21.6%
Gross profit percentage (Gross profit / Net sales) . . . . .
58.8%
58.3%
Cost of sales during the fiscal year ended September 30, 2024 decreased as a percentage of net sales despite
increased inflationary pressures through most of fiscal 2024. This was primarily driven by the application of our
three core value-driven operating strategy (obtaining profitable new business, continually improving our cost
structure and providing highly engineered value-added products to customers) coupled with fixed overhead costs
incurred being spread over a higher production volume, which contributed to the gross profit as a percentage of
net sales increasing by 0.5 percentage points to 58.8% for the fiscal year ended September 30, 2024 from 58.3%
for the fiscal year ended September 30, 2023.
Foreign exchange rates, particularly the U.S. dollar compared to the British pound and the euro, weakened
at a more significant rate in the fourth quarter of fiscal 2024 compared to fiscal 2023, resulting in an increase in
foreign currency losses in fiscal 2024. No other material movement in the components to cost of sales were
identified.
34

•
Selling and Administrative Expenses. Selling and administrative expenses increased by $200 million
to $980 million, or 12.3% of net sales, for the fiscal year ended September 30, 2024 from $780 million,
or 11.8% of net sales, for the fiscal year ended September 30, 2023. Selling and administrative
expenses and the related percentage of net sales for the fiscal years ended September 30, 2024 and
2023 were as follows (amounts in millions):
Fiscal Years Ended
Change
% Change
September 30, 2024
September 30, 2023
Selling and administrative expenses—excluding costs
below . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 735
$ 629
$106
16.9%
% of net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.3%
9.6%
Non-cash stock and deferred compensation
expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
196
141
55
39.0%
% of net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.5%
2.1%
Acquisition transaction-related expenses . . . . . . . . . . .
33
6
27
450.0%
% of net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.4%
0.1%
Acquisition integration costs . . . . . . . . . . . . . . . . . . . .
13
8
5
62.5%
% of net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.2%
0.1%
Bad debt expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
(4)
7
175.0%
% of net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— %
(0.1)%
Total selling and administrative expenses . . . . . . . . . .
$ 980
$ 780
$200
25.6%
% of net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12.3%
11.8%
Excluding the specific costs in the table above, selling and administrative expenses as a percentage of net
sales for the fiscal year ended September 30, 2024 decreased compared to the fiscal year ended September 30,
2023 despite the higher inflationary environment through most of fiscal 2024 due to continued focus on
productivity and cost improvements (one of our three core value drivers). The increase in non-cash stock and
deferred compensation expense is primarily attributable to the increase in the Black-Scholes fair value of the
stock option grants impacting non-cash stock compensation expense. The increase in the Black-Scholes fair value
is due to the appreciation of the stock price, which is a key input used to determine the Black-Scholes fair value.
Acquisition-related expenses increased due to an increase in acquisition activity and related transaction costs
compared to prior year. Bad debt expense for the fiscal year ended September 30, 2023 was favorably impacted
by a reduction in the allowance for uncollectible accounts due to improving market conditions within commercial
aerospace and the resulting reduction in assessed risk associated with the collectibility of certain trade accounts
receivable.
•
Amortization of Intangible Assets. Amortization of intangible assets was $161 million for the fiscal
year ended September 30, 2024 compared to $139 million for the fiscal year ended September 30,
2023. The increase in amortization expense of $22 million was primarily due to the amortization
expense recognized on intangible assets from the third quarter fiscal 2023 acquisition of Calspan and
the fiscal 2024 acquisitions. The intangible assets recognized in connection with the fiscal 2024
acquisitions are summarized in Note 8, “Intangible Assets,” of the notes to the consolidated financial
statements included herein.
•
Interest Expense-net. Interest expense-net includes interest on borrowings outstanding, amortization of
debt issuance costs, original issue discount and premium, revolving credit facility fees, finance leases,
interest income and the impact of interest rate swaps and caps designated and qualifying as cash flow
hedges. Interest expense-net increased $122 million, or 10.5%, to $1,286 million for the fiscal year
ended September 30, 2024 from $1,164 million for the fiscal year ended September 30, 2023. The
increase in interest expense-net was primarily due to an increase in the base rate, Term Secured
Overnight Financing Rate (“Term SOFR”), to the portion of our variable rate debt that is not hedged
35

(refer to Note 19, “Derivatives and Hedging Activities” in the notes to the consolidated financial
statements for information on our hedges), as well as an increase in outstanding borrowings (refer to
Note 10, “Debt” in the notes to the consolidated financial statements for information on our debt). This
was partially offset by a $52 million increase in interest income. The weighted average interest rate for
cash interest payments on total borrowings outstanding for the fiscal year ended September 30, 2024
was 6.3% compared to 6.2% for the fiscal year ended September 30, 2023.
•
Refinancing Costs. Refinancing costs of $58 million incurred for the fiscal year ended September 30,
2024 were primarily related to the third party fees and write-off of unamortized debt issuance costs and
original issue discount recorded in conjunction with the amendments to the Credit Agreement and the
third party fees and write-off of unamortized debt issuance costs recorded in conjunction with the notes
redemptions completed during fiscal 2024. Refer to Note 10, “Debt,” in the notes to the consolidated
financial statements included herein for additional details. Refinancing costs of $56 million incurred
for the fiscal year ended September 30, 2023 were primarily related to the redemption of the 8.00%
secured notes due 2025 (the “2025 Secured Notes”) and 6.875% senior subordinated notes due 2026
(the “6.875% 2026 Notes”) and third party fees incurred for the refinancing activity under the
amendments to the Credit Agreement completed during fiscal 2023.
•
Other Income. Other income was $28 million for the fiscal year ended September 30, 2024 compared
to $13 million for the fiscal year ended September 30, 2023. Other income for the fiscal year ended
September 30, 2024 primarily related to a gain on sale of business, royalty and other income and the
non-service related components of benefit costs on the Company’s benefit plans. Other income for the
fiscal year ended September 30, 2023 primarily related to a $9 million cash refund received for the
Esterline Retirement Plan (the “ERP”) upon the finalizing of the group annuity purchase funding.
•
Income Tax Provision. Income tax expense as a percentage of income before income taxes was
approximately 22.6% for the fiscal year ended September 30, 2024 compared to 24.3% for the fiscal
year ended September 30, 2023. The Company’s lower effective tax rate for the fiscal year ended
September 30, 2024 was primarily due to a less significant impact on the rate from the valuation
allowance applicable to the Company’s net interest deduction limitation carryforward.
•
Net Income Attributable to TD Group. Net income attributable to TD Group increased $416 million,
or 32.0%, to $1,714 million for the fiscal year ended September 30, 2024 compared to net income
attributable to TD Group of $1,298 million for the fiscal year ended September 30, 2023, primarily as a
result of the factors referenced above.
•
Earnings per Share. Basic and diluted earnings per share from continuing operations was $25.62 for
the fiscal year ended September 30, 2024 and $22.03 for the fiscal year ended September 30, 2023. Net
income attributable to TD Group for the fiscal year ended September 30, 2024 of $1,714 million was
decreased by dividend equivalents of $233 million, or $4.02 per share, resulting in net income
applicable to TD Group common stockholders of $1,481 million. Net income attributable to TD Group
for the fiscal year ended September 30, 2023 of $1,298 million was decreased by dividend equivalents
of $38 million, or $0.67 per share, resulting in net income applicable to TD Group common
stockholders of $1,260 million.
36

Business Segments
•
Segment Net Sales. Net sales by segment for the fiscal years ended September 30, 2024 and 2023 were
as follows (amounts in millions):
Fiscal Years Ended September 30,
Change
% Change
2024
% of Net
Sales
2023
% of Net
Sales
Power & Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$3,941
49.6% $3,316
50.3% $ 625
18.8%
Airframe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,809
48.0%
3,094
47.0%
715
23.1%
Non-aviation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
190
2.4%
175
2.7%
15
8.6%
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$7,940
100.0% $6,585
100.0% $1,355
20.6%
Net sales for the Power & Control segment increased $625 million, an increase of 18.8%, for the fiscal year
ended September 30, 2024 compared to the fiscal year ended September 30, 2023. The sales increase resulted
primarily from increases in organic sales in defense ($262 million, an increase of 16.7%), commercial OEM
($127 million, an increase of 20.7%) and the commercial aftermarket ($123 million, an increase of 11.9%). 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. The increase in commercial aftermarket sales is primarily
attributable to the continued recovery in commercial air travel demand and the resulting higher flight hours and
utilization of aircraft in fiscal 2024 compared to fiscal 2023, particularly internationally.
Net sales for the Airframe segment increased $715 million, an increase of 23.1%, for the fiscal year ended
September 30, 2024 compared to the fiscal year ended September 30, 2023. The sales increase resulted primarily
from increases in organic sales in defense ($225 million, an increase of 22.7%), commercial OEM ($160 million,
an increase of 19.7%) and the commercial aftermarket ($131 million, an increase of 12.0%). The increase in
defense sales, commercial OEM sales and commercial aftermarket sales for the Airframe segment is attributable
to the same factors described in the paragraph above for the Power & Control segment.
Acquisition sales for the Power & Control and Airframe segments contributed approximately $288 million
in aggregate to the increase in net sales. Acquisition sales represent net sales from acquired businesses for the
period up to one year from the respective acquisition date.
The change in Non-aviation net sales compared to the prior fiscal year was not material.
•
EBITDA As Defined. Refer to “Non-GAAP Financial Measures” in this discussion and analysis for
additional information and limitations regarding these non-GAAP financial measures, including a
reconciliation to the comparable U.S. GAAP financial measure. EBITDA As Defined by segment for
the fiscal years ended September 30, 2024 and 2023 were as follows (amounts in millions):
Fiscal Years Ended September 30,
Change % Change
2024
% of Segment
Net Sales
2023
% of Segment
Net Sales
Power & Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,236
56.7%
$1,866
56.3%
$370
19.8%
Airframe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,962
51.5%
1,547
50.0%
415
26.8%
Non-aviation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
81
42.6%
71
40.6%
10
14.1%
Total segment EBITDA As Defined . . . . . . . . . . . .
4,279
53.9%
3,484
52.9%
795
22.8%
Less: Unallocated corporate EBITDA As Defined . . . . . .
106
1.3%(1)
89
1.3%(1)
17
19.1%
Total Company EBITDA As Defined . . . . . . . . . . . $4,173
52.6%(1) $3,395
51.6%(1)
$778
22.9%
(1)
Calculated as a percentage of consolidated net sales.
37

EBITDA As Defined for the Power & Control segment increased approximately $370 million, an increase
of 19.8%, resulting from higher organic sales in the defense, commercial OEM and commercial aftermarket
channels. Also contributing to the increase in EBITDA As Defined was the application of our three core value-
driven operating strategy and positive leverage on our fixed overhead costs spread over a higher production
volume despite the ongoing inflationary environment for freight, labor and certain raw materials.
EBITDA As Defined for the Airframe segment increased approximately $415 million, an increase of 26.8%.
The increase in EBITDA As Defined for the Airframe segment is attributable to the same factors described in the
paragraph above for the Power & Control segment.
EBITDA As Defined from acquisitions for the Power & Control and Airframe segments contributed
approximately $97 million in aggregate to the increase in EBITDA As Defined. EBITDA As Defined from
acquisitions represents EBITDA As Defined from acquired businesses for the period up to one year from the
respective acquisition date.
The change in Non-aviation EBITDA as Defined compared to the prior fiscal year was not material.
Corporate expenses consist primarily of compensation, benefits, professional services and other
administrative costs incurred by the corporate offices. An immaterial amount of corporate expenses is allocated
to the operating segments. The increase compared to fiscal 2023 is primarily attributable to the current fiscal year
portion of the deferred compensation plan adopted in the fourth quarter of 2022 for certain members of
non-executive management and higher salaries and bonus expense. Corporate EBITDA as Defined is consistent
as a percentage of net sales in fiscal 2024 compared to fiscal 2023.
Fiscal year ended September 30, 2023 compared with fiscal year ended September 30, 2022
For our results of operations for fiscal 2023 compared with fiscal 2022, refer to the discussion in Item 7.
“Management’s Discussion and Analysis of Financial Conditions and Results of Operations” of Form 10-K for
the fiscal year ended September 30, 2023, as filed with the Securities and Exchange Commission on
November 9, 2023.
Liquidity and Capital Resources
We have historically maintained a capital structure comprising a mix of equity and debt financing. We vary
our leverage both to optimize our equity return and to pursue acquisitions. We expect to meet our current debt
obligations as they come due through internally generated funds from current levels of operations and/or through
refinancing in the debt markets prior to the maturity dates of our debt.
The following tables present selected balance sheet, cash flow and other financial data relevant to the
liquidity or capital resources of the Company for the periods specified below (amounts in millions):
September 30, 2024
September 30, 2023
Selected Balance Sheet Data:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 6,261
$ 3,472
Working capital (Total current assets less total current liabilities) . . . . . . . .
3,690
5,159
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,586
19,970
Total debt (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24,880
19,750
TD Group stockholders’ deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6,290)
(1,984)
(1)
Includes debt issuance costs and original issue discount and premiums. Reference Note 10, “Debt,” in the
notes to the consolidated financial statements included herein for additional information.
38

Fiscal Years Ended September 30,
2024
2023
Selected Cash Flow and Other Financial Data:
Cash flows provided by (used in):
Operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 2,045
$1,375
Investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,441)
(900)
Financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,171
(16)
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
165
139
Ratio of earnings to fixed charges (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.7x
2.5x
(1)
For purposes of computing the ratio of earnings to fixed charges, earnings consist of earnings from continuing
operations before income taxes plus fixed charges. Fixed charges consist of interest expense, amortization of
debt issuance costs, original issue discount and premium and the “interest component” of rental expense.
Significant Transactions of Fiscal 2024
During fiscal 2024, the Company completed approximately $21,000 million in debt financing transactions,
inclusive of new issuances and refinancing of existing debt. Below is further information on the significant debt
financing transactions occurring in fiscal 2024:
•
On November 28, 2023, the Company completed the issuance of $2,000 million in new senior debt
($1,000 million in 7.125% senior secured notes due 2031 and $1,000 million in Tranche J term loans),
which was used to fund the acquisition of CPI’s Electron Device Business (completed in the third
quarter of fiscal 2024) and for general corporate purposes.
•
On February 27, 2024, the Company amended the terms under its revolving credit facility to, among
other things, extend the maturity date from May 2026 to February 2029 and increase the total
commitments capacity from $810 million to $910 million. Concurrently, the Company completed the
issuance of $4,400 million in new secured debt ($2,200 million in 6.375% senior secured notes due
2029 and $2,200 million in 6.625% senior secured notes due 2032), which was used to redeem all of its
outstanding $4,400 million in 6.25% senior secured notes due 2026.
•
On March 22, 2024, the Company repriced all of its $4,525 million in existing Tranche I term loans
maturing August 2028 to bear interest at Term SOFR plus 2.75% (a decrease from Term SOFR plus
3.25% previously applicable) and replaced all of its $1,708 million in existing Tranche H term loans
due February 2027 with new Tranche K term loans maturing March 2030 and bear interest at the same
rate applied to the existing Tranche I term loans. Concurrently, the Company issued an additional
$550 million in 6.375% senior secured notes due 2029 (tack-on to the $2,200 million issued during
February 2024), which was used to redeem all of its outstanding $550 million in 7.50% senior
subordinated notes due 2027 on April 22, 2024.
•
On June 4, 2024, the Company repriced all of its $997 million in existing Tranche J term loans to bear
interest at Term SOFR plus 2.50% compared to Term SOFR plus 3.25% applicable prior to the
transaction; and (ii) amended and extended $2,644 million in existing Tranche I term loans maturing
August 24, 2028 and converting such loans into Tranche J term loans maturing February 28, 2031.
•
On July 12, 2024, the Company amended the Securitization Facility to, among other things, (i) increase
the borrowing capacity from $450 million to $650 million; and (ii) extend the maturity date to July 11,
2025 at an interest rate of Term SOFR plus 1.45% compared to an interest rate of Term SOFR plus
1.60% that applied prior to the amendment. In fiscal 2024, the Company drew $137.5 million available
on Securitization Facility. The Company subsequently drew the remaining $162.5 million available
under the trade receivable securitization facility in October 2024.
•
On September 19, 2024, the Company completed the issuance of $3,000 million in new senior secured
debt ($1,500 million in 6.00% senior secured notes due January 15, 2033 and $1,500 million in
Tranche L term loans that bear interest at Term SOFR plus 2.50% and mature on January 19, 2032).
39

During fiscal 2024, the Company completed approximately $2,347 million in acquisitions of businesses, net
of cash acquired. Below is further information on the significant acquisitions occurring in fiscal 2024:
•
On May 21, 2024, the Company completed an acquisition of all the outstanding stock of SEI for
approximately $171 million in cash.
•
On June 6, 2024, the Company completed the acquisition of all the outstanding stock of CPI’s Electron
Device Business for approximately $1,385 million in cash. The acquisition was financed through
existing cash on hand, inclusive of a portion of the cash proceeds from the $2,000 million in new senior
debt issued in the first quarter of fiscal 2024.
•
On July 31, 2024, the Company completed the acquisition of all the outstanding stock of Raptor
Scientific for approximately $647 million in cash. The acquisition was financed through existing cash
on hand.
During fiscal 2024, the Company’s Board of Directors authorized and declared $110.00 in special
dividends. Below is further information on these special dividends:
•
On November 27, 2023, the Company paid a special cash dividend of $35.00 on each outstanding share
of common stock and cash dividend equivalent payments on eligible vested options outstanding under
its stock option plans. Total cash payments, funded by existing cash on hand, of special dividend and
dividend equivalents from this declaration were approximately $2,020 million.
•
On September 19, 2024, concurrently with the $3,000 million issuance of new senior secured debt described
above, 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. Total cash payments, funded by a combination of $3,000 million in
new senior secured debt (as previously noted) and existing cash on hand, related to the special dividend and
dividend equivalents were approximately $4,348 million. These payments were made in October 2024.
If the Company has excess cash, it generally prioritizes allocating the excess cash in the following manner:
(1) capital spending at existing businesses, (2) acquisitions of businesses, (3) payment of a special dividend and/
or repurchases of our common stock and (4) prepayment of indebtedness or repurchase of debt.
The Company’s ability to make scheduled interest payments on, or to refinance, the Company’s
indebtedness, or to fund non-acquisition related capital expenditures and research and development efforts, will
depend on the Company’s ability to generate cash in the future. This is subject to general economic, financial,
competitive, legislative, regulatory and other factors that are beyond its control.
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. Interest rate swaps, caps and collars used to
hedge and offset, respectively, the variable interest rates on our term loans are further described in Note 19,
“Derivatives and Hedging Activities,” in the notes to the consolidated financial statements included herein. As of
September 30, 2024, approximately 77% of our gross debt was fixed rate.
As of September 30, 2024, the Company has significant cash liquidity as illustrated in the table presented
below (in millions):
As of September 30, 2024
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$6,261
Availability on revolving credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
843
Availability on Securitization Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
163
Cash liquidity (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$7,267
(1)
When considering the impact of the $4,348 million payment in special dividends and dividend equivalents
in October 2024, the pro forma cash liquidity as of September 30, 2024 is $2,919 million.
40

We believe our significant cash liquidity will allow us to meet our anticipated funding requirements. We
expect to meet our short-term cash liquidity requirements (including interest obligations and capital
expenditures) through net cash from operating activities, cash on hand and, if needed, draws on the revolving
credit facility. Long-term cash liquidity requirements consist primarily of obligations under our long-term debt
agreements. There is no maturity on any tranche of term loans or notes until November 2027 (fiscal 2028).
The Company estimates its capital expenditures in fiscal year 2025 to be approximately 2.5% to 3.5% of net
sales. The Company’s capital expenditures incurred from year-to-year are funded using existing cash on hand
and are primarily for projects that are consistent with our three core value-driven operating strategies (obtaining
profitable new business, continually improving our cost structure and providing highly engineered value-added
products to customers) such as automation projects.
In connection with the continued application of our three core value-driven operating strategy (obtaining
profitable new business, continually improving our cost structure and providing highly engineered value-added
products to customers), we expect our efforts will continue to generate strong margins and provide sufficient
cash provided by operating activities to meet our interest obligations and liquidity needs. We believe our cash
provided by operating activities and available borrowing capacity will enable us to make strategic business
acquisitions, pay special dividends to our shareholders and make opportunistic investments in our own stock,
subject to any restrictions in our existing credit agreement and market conditions.
The Company may issue additional debt if prevailing market conditions are favorable to doing so. In
addition, the Company may increase its borrowings in connection with acquisitions, if cash flow from operating
activities becomes insufficient to fund current operations or for other short-term cash needs or for common stock
repurchases or special dividends. Our future leverage will also be impacted by the then current conditions of the
credit markets.
Operating Activities. The Company generated $2,045 million of net cash from operating activities during
fiscal 2024 compared to $1,375 million during fiscal 2023.
The change in trade accounts receivable during fiscal 2024 was a use of cash of $84 million compared to a
use of cash of $212 million in fiscal 2023. The decrease in the use of cash of $128 million is primarily
attributable to the lower sequential increase in sales between fiscal 2024 and fiscal 2023 compared to fiscal 2023
and fiscal 2022 and related timing of cash receipts as we move further from the impact of the pandemic on net
sales. The Company continues to actively manage its accounts receivable, the related agings and collection
efforts.
The change in inventories during fiscal 2024 was a use of cash of $104 million compared to a use of cash of
$261 million in fiscal 2023. The decrease in the use of cash of $157 million is primarily driven by an easing of
the supply chain challenges that were more prevalent in the prior fiscal year resulting in a higher rate of
inventory purchased in fiscal 2023 compared to fiscal 2024. The Company continues to actively and strategically
manage inventory levels.
The change in accounts payable during fiscal 2024 was a use of cash of $11 million compared to a source of
cash of $12 million in fiscal 2023. The change is due to the timing of payments to suppliers.
Investing Activities. Net cash used in investing activities was $2,441 million during fiscal 2024, consisting
of $2,347 million from the acquisitions of Raptor Scientific, CPI’s Electron Device Business, SEI, FPT and
certain product lines completed during fiscal 2024, capital expenditures of $165 million; partially offset by other
investing transactions of $71 million.
41

Net cash used in investing activities was $900 million during fiscal 2023, consisting primarily of the
acquisition of Calspan for approximately $729 million, certain product line acquisitions aggregating to
approximately $33 million and capital expenditures of $139 million.
Financing Activities. Net cash provided by financing activities was $3,171 million during fiscal 2024. The
source of cash was primarily attributable to the net proceeds of short-term and long-term debt, including fees, of
$4,965 million, plus proceeds from stock option exercises of $245 million; partially offset by special dividend
and dividend equivalent payments of $2,038 million.
Net cash used in financing activities was $16 million during fiscal 2023. The use of cash was primarily
attributable to the net redemptions of short-term and long-term debt, including fees, of $193 million, dividend
equivalent payments of $38 million; partially offset by proceeds from stock option exercises of $215 million.
Guarantor Information
The Subordinated Notes are subordinated to all of our existing and future senior secured debt, including
indebtedness under TransDigm’s existing senior secured credit facilities, rank equally with all of our existing and
future senior subordinated debt and rank senior to all of our future debt that is expressly subordinated to the
Subordinated Notes. The Subordinated Notes are fully and unconditionally guaranteed on a senior subordinated
unsecured basis by TD Group, TransDigm UK and TransDigm Inc.’s Domestic Restricted Subsidiaries (as
defined in the applicable indentures). The table set forth in Exhibit 22.1 filed with this Form 10-K details the
primary obligors and guarantors. The guarantees of the Subordinated Notes are subordinated to all of the
guarantors’ existing and future senior debt, rank equally with all of their existing and future senior subordinated
debt and rank senior to all of their future debt that is expressly subordinated to the guarantees of the Subordinated
Notes. The Subordinated Notes are structurally subordinated to all of the liabilities of TD Group’s non-guarantor
subsidiaries.
The Secured Notes are senior secured debt of TransDigm and rank equally in right of payment with all of
TransDigm’s existing and future senior secured debt, including indebtedness under TransDigm’s existing senior
secured credit facilities, and are senior in right of payment to all of TransDigm’s existing and future senior
subordinated debt, including the Subordinated Notes. The 2028 Secured Notes are guaranteed on a senior secured
basis by TD Group, TransDigm UK and TransDigm Inc.’s Domestic Restricted Subsidiaries (as defined in the
applicable indentures). The 2029 Secured Notes, 2030 Secured Notes, 2031 Secured Notes, 2032 Secured Notes
and 2033 Secured Notes are guaranteed on a senior secured basis by TD Group and each of TransDigm Inc.’s
direct and indirect Restricted Subsidiaries (as defined in the applicable indenture) that is a borrower or guarantor
under TransDigm’s senior secured credit facilities or that issues or guarantees any capital markets indebtedness
of TransDigm Inc. or any of the guarantors in an aggregate principal amount of at least $200 million. As of the
date of this Form 10-K, the guarantors of the 2029 Secured Notes, 2030 Secured Notes, 2031 Secured Notes,
2032 Secured Notes and 2033 Secured Notes are the same as the guarantors of the 2028 Secured Notes. The table
set forth in Exhibit 22.1 filed with this Form 10-K details the primary obligors and guarantors. The guarantees of
the Secured Notes rank equally in right of payment with all of the guarantors’ existing and future senior secured
debt and are senior in right of payment to all of their existing and future senior subordinated debt. The Secured
Notes are structurally subordinated to all of the liabilities of TransDigm’s non-guarantor subsidiaries.
Separate financial statements of TransDigm Inc. are not presented because the Subordinated Notes and
Secured Notes are fully and unconditionally guaranteed on a senior subordinated unsecured basis (if
Subordinated Notes) and senior secured basis (if Secured Notes) by TD Group, TransDigm UK and all of
TransDigm Inc.’s Domestic Restricted Subsidiaries. TD Group has no significant operations or assets separate
from its investment in TransDigm Inc.
The financial information presented is that of TD Group, TransDigm Inc. and the other Guarantors, which
includes TransDigm UK, on a combined basis and the financial information of non-issuer and non-guarantor
42

subsidiaries has been excluded. Intercompany balances and transactions between TD Group, TransDigm Inc. and
the other Guarantors have been eliminated, and amounts due from, amounts due to, and transactions with
non-issuer and non-guarantor subsidiaries have been presented separately.
(in millions)
September 30, 2024
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 7,813
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,186
Other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,889
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,420
Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,155
Amounts due (from) to subsidiaries that are non-issuers and non-guarantors-net . . . . . . . . . . . .
(1,881)
Fiscal Year Ended
(in millions)
September 30, 2024
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$6,294
Sales to subsidiaries that are non-issuers and non-guarantors . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,458
Expense from subsidiaries that are non-issuers and non-guarantors-net . . . . . . . . . . . . . . . . . . .
64
Income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,221
Net income attributable to TD Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,221
Description of Senior Secured Term Loans and Indentures
Senior Secured Term Loans Facility
TransDigm has $8,702 million in fully drawn term loans (the “Term Loans Facility”) and an $910 million
revolving credit facility. The Term Loans Facility consists of four tranches of term loans as follows (aggregate
principal amount disclosed is as of September 30, 2024):
Term Loans Facility
Aggregate Principal
Maturity Date
Interest Rate
Tranche I
$1,871 million
August 24, 2028
Term SOFR plus 2.75%
Tranche J
$3,632 million
February 28, 2031
Term SOFR plus 2.50%
Tranche K
$1,699 million
March 22, 2030
Term SOFR plus 2.75%
Tranche L
$1,500 million
January 19, 2032
Term SOFR plus 2.50%
The Term Loans Facility requires quarterly aggregate principal payments of $22 million. The revolving
commitments consist of two tranches which include up to $139 million of multicurrency revolving commitments.
At September 30, 2024, the Company had $67 million in letters of credit outstanding and $843 million in
borrowings available under the revolving commitments. Draws on the revolving commitments are subject to an
interest rate of Term SOFR plus 2.25%. The unused portion of the revolving commitments is subject to a fee of
0.5% per annum. The maturity date of the revolving credit facility is February 27, 2029.
The interest rates per annum applicable to the Term Loans Facility under the Credit Agreement are, at
TransDigm’s option, equal to either an alternate base rate or an adjusted Term SOFR for one, three or six-month
interest periods chosen by TransDigm, in each case plus an applicable margin percentage. The adjusted Term
SOFR related to the Term Loans Facility are not subject to a floor. Refer to Note 19, “Derivatives and Hedging
Activities,” in the notes to the consolidated financial statements included herein for information about how our
interest rate swaps, cap and collar agreements are used to hedge and offset, respectively, the variable interest rate
portion of our debt.
43

Indentures
The following table represents the senior subordinated and secured notes outstanding as of September 30,
2024:
Description
Aggregate Principal
Maturity Date
Interest Rate
5.50% 2027 Notes
$2,650 million
November 15, 2027
5.50%
2028 Secured Notes
$2,100 million
August 15, 2028
6.75%
4.625% 2029 Notes
$1,200 million
January 15, 2029
4.625%
2029 Secured Notes
$2,750 million
March 1, 2029
6.375%
4.875% 2029 Notes
$750 million
May 1, 2029
4.875%
2030 Secured Notes
$1,450 million
December 15, 2030
6.875%
2031 Secured Notes
$1,000 million
December 1, 2031
7.125%
2032 Secured Notes
$2,200 million
March 1, 2032
6.625%
2033 Secured Notes
$1,500 million
January 15, 2033
6.00%
The 5.50% 2027 Notes, the 4.625% 2029 Notes and the 4.875% 2029 Notes (collectively, the “Subordinated
Notes”) were issued at a price of 100.00% of the principal amount. The 2030 Secured Notes, 2032 Secured Notes
and 2033 Secured Notes (which, along with the 2028 Secured Notes, 2029 Secured Notes and 2031 Secured
Notes, are collectively referred to as the “Secured Notes”) were issued at a price of 100.00% of its principal
amount. The initial $1,000 million offering and the subsequent $1,100 million offering of the 6.75% senior
secured notes due 2028 (collectively, the “2028 Secured Notes”) in the second quarter of fiscal 2023 were issued
at a price of 100.00% and 99.00%, respectively, of their principal amount, resulting in gross proceeds of
$2,089 million. The 2031 Secured Notes was issued in the first quarter of fiscal 2024 at a price of 99.25% of its
principal amount, resulting in gross proceeds of $993 million. The initial $2,200 million offering and subsequent
$550 million offering of the 6.375% senior secured notes due 2029 (collectively, the “2029 Secured Notes”) in
the second quarter of fiscal 2024 were issued at a price of 100.00% and 99.75%, respectively, of their principal
amount, resulting in gross proceeds of $2,749 million.
The Subordinated Notes and Secured Notes do not require principal payments prior to their maturity.
Interest under the Subordinated Notes and Secured Notes are payable semi-annually. The Subordinated Notes
represent our unsecured obligations ranking subordinate to our senior debt, as defined in the applicable
indentures. The Secured Notes represent our secured obligations ranking equally to all existing and future senior
debt, as defined in the applicable indentures. The Subordinated Notes and Secured Notes contain many of the
restrictive covenants included in the Credit Agreement. TransDigm is in compliance with all of the covenants
contained in the Subordinated Notes and Secured Notes.
Certain Restrictive Covenants in Our Debt Documents
The Credit Agreement and the Indentures governing the Notes and Secured Notes contain restrictive
covenants that, among other things, limit the incurrence of additional indebtedness, the payment of special
dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and
encumbrances, and prepayments of certain other indebtedness.
The restrictive covenants included in the Credit Agreement are subject to amendments executed
periodically. The most recent amendment that impacted the restrictive covenants contained in the Credit
Agreement is Amendment No. 15, executed on March 22, 2024.
Under the terms of the Credit Agreement, TransDigm is entitled, on one or more occasions, to request
additional term loans or additional revolving commitments to the extent that the existing or new lenders agree to
provide such incremental term loans or additional revolving commitments provided that, among other conditions,
our consolidated net leverage ratio would be no greater than 7.25x and the consolidated secured net debt ratio
44

would be no greater than 5.00x, in each case, after giving effect to such incremental term loans or additional
revolving commitments.
If any such default occurs, the lenders under the Credit Agreement and the holders of the Notes and Secured
Notes may elect to declare all outstanding borrowings, together with accrued interest and other amounts payable
thereunder, to be immediately due and payable. The lenders under the Credit Agreement also have the right in
these circumstances to terminate any commitments they have to provide further borrowings. In addition,
following an event of default under the Credit Agreement, the lenders thereunder and the holders of the Secured
Notes will have the right to proceed against the collateral granted to them to secure the debt, which includes our
available cash, and they will also have the right to prevent us from making debt service payments on the Notes.
With the exception of the revolving credit facility, the Company has no maintenance covenants in its
existing term loan and indenture agreements. Under the Credit Agreement, if the usage of the revolving credit
facility exceeds 40% (or, currently, $364 million) of the total revolving commitments, the Company is required
to maintain a maximum consolidated net leverage ratio of net debt to trailing four-quarter EBITDA As Defined
of 7.50x (or, solely with respect to the first four fiscal quarters ending after the consummation of any material
acquisition, 8.00x) as of the last day of the fiscal quarter.
As of September 30, 2024, the Company was in compliance with all of its debt covenants and expects to
remain in compliance with its debt covenants in subsequent periods.
Trade Receivable Securitization Facility
During fiscal 2014, the Company established a trade receivable securitization facility (the “Securitization
Facility”). The Securitization Facility effectively increases the Company’s borrowing capacity depending on the
amount of the domestic operations’ trade accounts receivable. The Securitization Facility includes the right for
the Company to exercise annual one year extensions as long as there have been no termination events as defined
by the agreement. The Company uses the proceeds from the Securitization Facility as an alternative to other
forms of debt, effectively reducing borrowing costs.
On July 12, 2024, the Company amended the Securitization Facility to, among other things, (i) increase the
borrowing capacity from $450 million to $650 million; and (ii) extend the maturity date to July 11, 2025 at an
interest rate of Term SOFR plus 1.45% compared to an interest rate of Term SOFR plus 1.60% that applied prior
to the amendment.
As of September 30, 2024, the total drawn on the Securitization Facility is $487.5 million, resulting in
$162.5 million available to be drawn. For the fiscal years ended September 30, 2024 and 2023, the applicable
interest rate was 6.73% and 6.95%, respectively. The Securitization Facility is collateralized by substantially all
of the Company’s domestic operations’ trade accounts receivable.
On October 16, 2024, the Company drew the remaining $162.5 million available under the Securitization
Facility.
Dividend and Dividend Equivalent Payments
During the first and fourth quarters of fiscal 2024, TD Group’s Board of Directors authorized and declared
special cash dividends of $35.00 and $75.00, respectively, on each outstanding share of common stock and cash
dividend equivalent payments on eligible vested options outstanding under its stock option plans. Pursuant to the
Fourth Amended and Restated TransDigm Group Incorporated 2006 Stock Incentive Plan Dividend Equivalent
Plan, the Amended and Restated 2014 Stock Option Plan Dividend Equivalent Plan and the 2019 Stock Option
Plan Dividend Equivalent Plan, all of the vested options granted under the existing stock option plans, except for
grants to the members of the Board of Directors, are entitled to certain cash dividend equivalent payments in the
event of the declaration of a dividend by the Company. In fiscal 2022, all members of the Board of Directors
45

executed amendments to their option agreements in which future dividend declarations result in a reduction of
the strike price of their existing options instead of receiving cash dividend equivalent payments.
On November 27, 2023, the Company paid the special cash dividend of $35.00 on each outstanding share of
common stock, totaling $1,937 million. Dividend equivalent payments are made during the Company’s first
fiscal quarter each year and also upon payment of any dividends declared within the fiscal year. Total dividend
equivalent payments in the first quarter of fiscal 2024 and 2023 were approximately $101 million, of which
$18 million was accrued as of September 30, 2023 and the remaining $83 million was associated with the
November 2023 $35.00 special dividend declaration, and $38 million, respectively.
On October 18, 2024, the Company paid the special cash dividend of $75.00 on each outstanding share of
common stock, totaling $4,216 million, and dividend equivalent payments of $132 million, associated with the
September 2024 $75.00 special dividend declaration, both of which are accrued as of September 30, 2024.
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 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 Facility and indentures and may be
limited by future debt or other agreements that we may enter into.
Contractual Obligations and Commitments
The following table summarizes the Company’s cash requirements from all significant contractual
obligations as of September 30, 2024 (in millions):
Total
Contractual
Obligations
Payment Due by Period
Less than
Between
Between
Over
1 Year
1-3 Years
3-5 Years
5 Years
Senior Subordinated and Secured Notes (1) . . . . . . . . . . . .
$15,600
$ —
$ —
$ 9,450
$ 6,150
Term Loans Facility (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,702
88
176
1,951
6,487
Scheduled interest payments (3) . . . . . . . . . . . . . . . . . . . . .
8,071
1,524
2,916
2,194
1,437
Pension funding minimums (4) . . . . . . . . . . . . . . . . . . . . . .
128
12
24
26
66
Securitization Facility (5) . . . . . . . . . . . . . . . . . . . . . . . . . . .
487
487
—
—
—
Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
541
20
43
46
432
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75
22
28
12
13
Total contractual cash obligations . . . . . . . . . . . . . . .
$33,604
$2,153
$3,187
$13,679
$14,585
(1)
Represents principal maturities which excludes interest, debt issuance costs and original issue discount.
(2)
Refer to the “Description of Senior Secured Term Loans and Indentures” section for information on the
maturity date of each tranche of term loans. The Term Loans Facility requires quarterly aggregate principal
payments of $22 million.
(3)
Assumes that the variable interest rate on our existing term loans under our Term Loans Facility range from
approximately 5.6% to 6.5% based on anticipated movements in Term SOFR, which given the ongoing
volatility in rates, are highly uncertain. In addition, interest payments include the impact of the existing
interest rate swap, cap and collar agreements described in Note 19, “Derivatives and Hedging Activities,” in
the notes to the consolidated financial statements included herein.
(4)
Represents future benefit payments expected to be paid from the pension and post-retirement benefit plans
or from the Company’s assets.
(5)
An incremental draw on the Securitization Facility of $162.5 million occurred in October 2024.
46

Off-Balance Sheet Arrangements
The Company utilizes letters of credit to back certain payment and performance obligations. Letters of
credit are subject to limits based on amounts outstanding under the Company’s revolving credit facility. As of
September 30, 2024, the Company had $67 million in letters of credit outstanding.
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in conformity with U.S. GAAP, which often
requires the judgment of management in the selection and application of certain accounting principles and
methods. Management believes that the quality and reasonableness of our most critical policies enable the fair
presentation of our financial position and results of operations. However, investors are cautioned that the
sensitivity of financial statements to these methods, assumptions and estimates could create materially different
results under different conditions or using different assumptions.
Below are those policies applied in preparing our financial statements that management believes are the
most dependent on the application of estimates and assumptions. For additional significant accounting policies,
see Note 1, “Summary of Significant Accounting Policies,” in the notes to the consolidated financial statements
included herein.
Revenue Recognition – The Company recognizes revenue from contracts with customers using the five step
model prescribed in ASC 606. A substantial portion of the Company’s revenue is recorded at a point in time.
Revenue is recognized from the sale of products or services when obligations under the terms of the contract are
satisfied and control of promised goods or services have transferred to the customer. Control is transferred when
the customer has the ability to direct the use of and obtain benefits from the goods or services. Revenue is
measured at the amount of consideration the Company expects to be paid in exchange for goods or services. In a
limited number of contracts, control transfers to the customer over time, primarily in contracts where the
customer is required to pay for the cost of both the finished and unfinished goods at the time of cancellation plus
a reasonable profit relative to the work performed for products that were customized for the customer. Therefore,
we recognize revenue over time for those agreements that have a right to margin and where the products being
produced have no alternative use. For agreements with multiple performance obligations, judgment is required to
determine whether performance obligations specified in these agreements are distinct and should be accounted
for as separate revenue transactions for recognition purposes based on the standalone selling price of each
performance obligation. The primary method used to estimate a standalone selling price is the price observed in
standalone sales to customers for the same product or service. We consider the contractual consideration payable
by the customer and assesses variable consideration that may affect the total transaction price. Variable
consideration is included in the estimated transaction price when there is a basis to reasonably estimate the
amount, including whether the estimate should be constrained in order to avoid a significant reversal of revenue
in a future period. These estimates are based on historical experience, anticipated performance under the terms of
the contract and our best judgment at the time.
Goodwill and Other Intangible Assets – In accordance with ASC 805, “Business Combinations,” the
Company uses the acquisition method of accounting to allocate costs of acquired businesses to the assets
acquired and liabilities assumed based on their estimated fair values at the dates of acquisition. The excess costs
of acquired businesses over the fair values of the assets acquired and liabilities assumed are recognized as
goodwill. The valuations of the acquired assets and liabilities will impact the determination of future operating
results. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment
and often involves the use of significant estimates and assumptions, including assumptions with respect to future
cash inflows and outflows, revenue growth rates and EBITDA margins, discount rates, customer attrition rates,
royalty rates, asset lives and market multiples, among other items. We determine the fair values of intangible
assets acquired generally in consultation with third-party valuation advisors. Fair value adjustments to the
Company’s assets and liabilities are recognized and the results of operations of the acquired business are
included in our consolidated financial statements from the effective date of the merger or acquisition.
47

Intangible assets other than goodwill are recognized if the benefit of the intangible asset is obtained through
contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed or exchanged,
regardless of the Company’s intent to do so. Goodwill and identifiable intangible assets are recorded at their
estimated fair value on the date of acquisition and are reviewed at least annually for impairment based on cash
flow projections and fair value estimates.
U.S. GAAP requires that the annual, and any interim, goodwill impairment assessment be performed at the
reporting unit level. Our reporting units have been identified at the operating unit level, which is one level below
our operating segments. Substantially all goodwill was determined and recognized for each reporting unit
pursuant to the accounting for the merger or acquisition as of the date of each transaction. With respect to
acquisitions integrated into an existing reporting unit, any acquired goodwill is combined with the goodwill of
the reporting unit.
Companies may perform a qualitative assessment as the initial step in the annual goodwill impairment
testing process for all or selected reporting units. Companies are also allowed to bypass the qualitative analysis
and perform a quantitative analysis if desired. Economic uncertainties and the length of time from the calculation
of a baseline fair value are factors that we consider in determining whether to perform a quantitative test.
When we evaluate the potential for goodwill impairment using a qualitative assessment, we consider factors
including, but not limited to, macroeconomic conditions, industry conditions, the competitive environment,
changes in the market for our products and services, regulatory and political developments, entity specific factors
such as strategy and changes in key personnel and overall financial performance. If, after completing this
assessment, it is determined that it is more-likely-than-not that the fair value of a reporting unit is less than its
carrying value, we proceed to a quantitative impairment test. For the quantitative test, management determines
the estimated fair value through the use of a discounted cash flow valuation model incorporating discount rates
commensurate with the risks involved for each reporting unit. If the estimated fair value is less than the current
carrying value, impairment of goodwill of the reporting unit may exist. The key assumptions used in the
discounted cash flow valuation model for impairment testing includes discount rates, revenue growth rates and
EBITDA margins, cash flow projections and terminal value rates. Discount rates are set by using the weighted
average cost of capital (“WACC”) methodology. The WACC methodology considers market and industry data in
determining the appropriate discount rates to be used, inclusive of company-specific risk factors. The Company
utilizes a third party valuation firm to assist in the determination of the WACC. The discount rate utilized for
each reporting unit is indicative of the return an investor would expect to receive for investing in such a business.
Management, considering industry and company-specific historical and projected data, develops growth
rates, sales projections and cash flow projections for each reporting unit. Terminal value rate determination
follows a common methodology of capturing the present value of perpetual cash flow estimates beyond the last
projected period assuming a constant WACC and low long-term growth rates.
The impairment test for indefinite-lived intangible assets consists of a comparison between the estimated
fair values and carrying values. If the carrying amounts of intangible assets that have indefinite useful lives
exceed their estimated fair values, an impairment loss will be recognized in an amount equal to the difference.
Management utilizes the royalty savings valuation method to determine the estimated fair value for each
indefinite-lived intangible asset. In this method, management estimates the royalty savings arising from the
ownership of the intangible asset. The key assumptions used in estimating the royalty savings for impairment
testing include discount rates, royalty rates, growth rates, sales projections and terminal value rates. Discount
rates used are similar to the rates developed by the WACC methodology, inclusive of considering any differences
in company-specific risk factors between reporting units and the indefinite-lived intangible assets. Royalty rates
are established by management with the advice of valuation experts. Management, considering industry and
company-specific historical and projected data, develops growth rates and sales projections for each significant
intangible asset. Terminal value rate determination follows common methodology of capturing the present value
of perpetual sales estimates beyond the last projected period assuming a constant WACC and low long-term
growth rates.
48

The discounted cash flow and royalty savings valuation methodologies require management to make certain
assumptions based upon information available at the time the valuations are performed. Actual results could
differ from these assumptions. Management believes the assumptions used are reflective of what a market
participant would have used in calculating fair value considering the current economic conditions.
The Company had 50 reporting units with goodwill and 47 reporting units with indefinite-lived intangible
assets as of the first day of the fourth quarter of fiscal 2024, the date of the annual impairment test. The Company
identified 14 reporting units to test for impairment using a quantitative test for both goodwill and indefinite-lived
intangible assets. Of the 14 reporting units selected for quantitative testing, six reporting units primarily were
either a recent acquisition or met certain criteria determined by management. For the remaining eight reporting
units, the Company elected to bypass the qualitative analysis and perform a quantitative test considering the
length of time since the last determination of baseline fair values. The estimated fair values of each of these
reporting units and other indefinite-lived intangible assets were in excess of their respective carrying values. We
believe we incorporate conservative sensitivity ranges on certain company-specific projected data, including
earnings before taxes and net sales, which are significant assumptions in the discounted cash flow valuation
model to determine estimated fair value, such that actual results would need to be materially out of the range of
the expected assumptions in order for an impairment to occur.
Stock-Based Compensation – The cost of the Company’s stock-based compensation is recorded in
accordance with ASC 718, “Stock Compensation.” The Company uses a Black-Scholes pricing model to estimate
the grant-date fair value of the stock options awarded. The Black-Scholes pricing model requires assumptions
regarding the expected volatility of the Company’s common shares, the risk-free interest rate, the expected life of
the stock options award and the Company’s dividend yield. The Company primarily utilizes historical data in
determining the assumptions. An increase or decrease in the assumptions or economic events outside of
management’s control could, and do, have an impact on the Black-Scholes pricing model. The Company
estimates stock option forfeitures based on historical data. The total number of stock options expected to vest is
adjusted by actual and estimated forfeitures. Changes to the actual and estimated forfeitures will result in a
cumulative adjustment in the period of change. The Company also evaluates any subsequent changes to the
respective option holders terms under the modification rules of ASC 718. If determined to be a modification, the
Black-Scholes pricing model is updated as of the date of the modification resulting in a cumulative catch-up to
expense.
Income Taxes – The Company estimates income taxes in each jurisdiction in which it operates. This
involves estimating taxable earnings, specific taxable and deductible items, the likelihood of generating sufficient
future taxable income to utilize deferred tax assets and possible exposures related to future tax audits. To the
extent these estimates change, adjustments to deferred and accrued income taxes are made in the period in which
the changes occur. Historically, such adjustments have not been significant.
New Accounting Standards
For information about new accounting standards, see Note 1, “Summary of Significant Accounting
Policies,” in the notes to the consolidated financial statements included herein.
49

Non-GAAP Financial Measures
We present below certain financial information based on our EBITDA and EBITDA As Defined.
References to “EBITDA” mean earnings before interest, taxes, depreciation and amortization, and references to
“EBITDA As Defined” mean EBITDA plus, as applicable for each relevant period, certain adjustments as set
forth in the reconciliations of net income to EBITDA and EBITDA As Defined and the reconciliations of net
cash provided by operating activities to EBITDA and EBITDA As Defined presented below.
Neither EBITDA nor EBITDA As Defined is a measurement of financial performance under U.S. GAAP.
We present EBITDA and EBITDA As Defined because we believe they are useful indicators for evaluating
operating performance and liquidity.
Our management believes that EBITDA and EBITDA As Defined are useful as indicators of liquidity
because securities analysts, investors, rating agencies and others use EBITDA to evaluate a company’s ability to
incur and service debt. In addition, EBITDA As Defined is useful to investors because the revolving credit
facility under our senior secured credit facility requires compliance under certain circumstances, on a pro forma
basis, with a financial covenant that measures the ratio of the amount of our secured indebtedness to the amount
of our Consolidated EBITDA defined in the same manner as we define EBITDA As Defined herein.
In addition to the above, our management uses EBITDA As Defined to review and assess the performance
of the management team in connection with employee incentive programs and to prepare its annual budget and
financial projections. Moreover, our management uses EBITDA As Defined to evaluate acquisitions.
Although we use EBITDA and EBITDA As Defined as measures to assess the performance of our business
and for the other purposes set forth above, the use of these non-GAAP financial measures as analytical tools has
limitations, and you should not consider any of them in isolation, or as a substitute for analysis of our results of
operations as reported in accordance with U.S. GAAP. Some of these limitations are:
•
neither EBITDA nor EBITDA As Defined reflects the significant interest expense, or the cash
requirements, necessary to service interest payments on our indebtedness;
•
although depreciation and amortization are non-cash charges, the assets being depreciated and
amortized will often have to be replaced in the future, and neither EBITDA nor EBITDA As Defined
reflects any cash requirements for such replacements;
•
the omission of the substantial amortization expense associated with our intangible assets further limits
the usefulness of EBITDA and EBITDA As Defined;
•
neither EBITDA nor EBITDA As Defined includes the payment of taxes, which is a necessary element
of our operations; and
•
EBITDA As Defined excludes the cash expense we have incurred to integrate acquired businesses into
our operations, which is a necessary element of certain of our acquisitions.
Because of these limitations, EBITDA and EBITDA As Defined should not be considered as measures of
discretionary cash available to us to invest in the growth of our business. Management compensates for these
limitations by not viewing EBITDA or EBITDA As Defined in isolation and specifically by using other U.S.
GAAP measures, such as net income, net sales and operating profit, to measure our operating performance.
Neither EBITDA nor EBITDA As Defined is a measurement of financial performance under U.S. GAAP, and
neither should be considered as an alternative to net income or cash flow from operations determined in
accordance with U.S. GAAP. Our calculation of EBITDA and EBITDA As Defined may not be comparable to
the calculation of similarly titled measures reported by other companies.
50

The following table sets forth a reconciliation of net income to EBITDA and EBITDA As Defined (in
millions):
Fiscal Years Ended September 30,
2024
2023
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,715
$1,299
Adjustments:
Depreciation and amortization expense . . . . . . . . . . . . . . . . . . . . . . . . . . .
312
268
Interest expense-net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,286
1,164
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
500
417
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,813
3,148
Adjustments:
Acquisition transaction and integration-related expenses (1) . . . . . . . . . . . .
70
18
Non-cash stock and deferred compensation expense (2) . . . . . . . . . . . . . . .
217
157
Refinancing costs (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
56
Other, net (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
16
EBITDA As Defined . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$4,173
$3,395
(1)
Represents 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.
(2)
Represents the compensation expense recognized by TD Group under our stock incentive plans and deferred
compensation plans.
(3)
Represents costs expensed related to debt financing activities, including new issuances, extinguishments,
refinancings and amendments to existing agreements.
(4)
Primarily represents foreign currency transaction (gains) or losses, payroll withholding taxes related to
dividend equivalent payments and stock option exercises, non-service related pension costs, deferred
compensation payments and other miscellaneous (income) expense.
51

The following table sets forth a reconciliation of net cash provided by operating activities to EBITDA and
EBITDA As Defined (in millions):
Fiscal Years Ended September 30,
2024
2023
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,045
$1,375
Adjustments:
Changes in assets and liabilities, net of effects from acquisitions and
sales of businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
272
415
Interest expense-net (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,246
1,123
Income tax provision—current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
490
414
Loss contract amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
34
Non-cash stock and deferred compensation expense (2) . . . . . . . . . . . . . . .
(217)
(157)
Refinancing costs (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(58)
(56)
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,813
3,148
Adjustments:
Acquisition transaction and integration-related expenses (4) . . . . . . . . . . . .
70
18
Non-cash stock and deferred compensation expense (2) . . . . . . . . . . . . . . .
217
157
Refinancing costs (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
56
Other, net (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
16
EBITDA As Defined . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$4,173
$3,395
(1)
Represents interest expense, net of interest income, excluding the amortization of debt issuance costs and
premium and discount on debt.
(2)
Represents the compensation expense recognized by TD Group under our stock incentive plans and deferred
compensation plans.
(3)
Represents costs expensed related to debt financing activities, including new issuances, extinguishments,
refinancings and amendments to existing agreements.
(4)
Represents 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.
(5)
Primarily represents foreign currency transaction (gains) or losses, payroll withholding taxes related to
dividend equivalent payments and stock option exercises, non-service related pension costs, deferred
compensation payments and other miscellaneous (income) expense.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
At September 30, 2024, we had borrowings under our Term Loans Facility, which consists of four tranches
of term loans of approximately $8,702 million, as well as $487 million from the Securitization Facility, that are
subject to interest rate risk, particularly movements in Term SOFR. Borrowings under our term loans bear
interest, at our option, at a rate equal to either an alternate base rate or an adjusted Term SOFR for a one-, three-
or six-month thereafter (in each case, subject to the availability thereof), interest period chosen by us, in each
case, plus an applicable margin percentage. Our Securitization Facility bears interest at a rate of three-month
Term SOFR plus 1.45%. Accordingly, the Company’s cash flows and earnings will be exposed to the market risk
of interest rate changes resulting from variable rate borrowings under our term loans. 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. Interest rate swaps, caps and collars used to hedge and offset, respectively,
the variable interest rates on the credit facility are described in Note 19, “Derivatives and Hedging Activities,” in
52

the notes to the consolidated financial statements included herein. We do not hold or issue derivative instruments
for speculative purposes. As of September 30, 2024, approximately 77% of our gross debt was fixed rate. The
effect of a hypothetical one percentage point increase in interest rates would increase the annual interest costs
under our Term Loans Facility and Securitization Facility by approximately $30 million based on the amount of
outstanding borrowings at September 30, 2024. The weighted average interest rate on the $8,702 million of term
loans and the $487 million drawn on the Securitization Facility at September 30, 2024 was 6.5%.
For information about the fair value of the aggregate principal amount of borrowings under our term loans
and the fair value of the senior secured and subordinated notes, refer to Note 18, “Fair Value Measurements,” in
the notes to the consolidated financial statements included herein.
Foreign Currency Risk
Certain of our foreign subsidiaries’ sales and results of operations are subject to the impact of foreign
currency fluctuations, primarily the British pound and the euro. 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. Global economic uncertainty continues to exist. 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. The foreign currency forward exchange
contracts entered into by the Company are described in Note 19, “Derivatives and Hedging Activities,” in the
notes to the consolidated financial statements included herein. A 10% change in foreign currency exchange rates
would not have resulted in a material impact to net income for the fiscal year ended September 30, 2024.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is contained on pages F-1 through F-52 of this Report.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of September 30, 2024, TD Group carried out an evaluation, under the supervision and with the
participation of TD Group’s management, including its President, Chief Executive Officer and Director
(Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), of the effectiveness of the
design and operation of TD Group’s disclosure controls and procedures. Based upon that evaluation, the
President, Chief Executive Officer and 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 President, Chief
Executive Officer and Director and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure. In designing and evaluating the disclosure controls and procedures, TD Group’s management
recognized that any controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management necessarily was required to
apply its judgment in designing and evaluating the controls and procedures.
53

Management’s Report on Internal Control Over Financial Reporting
The management of TD Group is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Exchange Act Rule 13a-15(f). 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, 2024. Based on our assessment, management concluded that the
Company’s internal control over financial reporting was effective as of September 30, 2024.
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.
The effectiveness of the Company’s internal control over financial reporting as of September 30, 2024 has
been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report,
which is included elsewhere in this Annual Report on Form 10-K and is incorporated herein by reference.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting that occurred during
the fourth quarter of fiscal 2024 that materially affected, or are reasonably likely to materially affect, the
Company’s internal control over financial reporting.
54

Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
TransDigm Group Incorporated
Opinion on Internal Control over Financial Reporting
We have audited TransDigm Group Incorporated’s internal control over financial reporting as of
September 30, 2024, based on criteria established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”).
In our opinion, TransDigm Group Incorporated (the “Company”) maintained, in all material respects, effective
internal control over financial reporting as of September 30, 2024, based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting,
management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did
not include the internal controls of 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.
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, 2024 and 2023,
the related consolidated statements of income, comprehensive income, changes in stockholders’ deficit and cash
flows for each of the three fiscal years in the period ended September 30, 2024, and the related notes and
financial statement schedule listed in the Index at Item 15(a) and our report dated November 7, 2024 expressed
an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting included in the
accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to
express an opinion on the Company’s internal control over financial reporting based on our audit. We are a
public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
55

accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Cleveland, Ohio
November 7, 2024
56

ITEM 9B. OTHER INFORMATION
On August 29, 2024, Kevin Stein, the Company’s President, Chief Executive Officer and Director, entered
into a new “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) for the sale of 100,000
shares of common stock issuable upon the exercise of vested options intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c) under the Exchange Act, which Rule 10b5-1 trading arrangement is scheduled to
begin on December 12, 2024 and terminate no later than December 31, 2025.
On August 21, 2024, Joel Reiss, the Company’s Co-Chief Operating Officer, entered into a new
“Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) for the sale of 36,300 shares of
common stock issuable upon the exercise of vested options intended to satisfy the affirmative defense conditions
of Rule 10b5-1(c) under the Exchange Act, which Rule 10b5-1 trading arrangement is scheduled to begin on
November 20, 2024 and terminate no later than October 31, 2025.
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
Information regarding TD Group’s directors will be set forth under the caption “Proposal No. 1—Election
of Directors” in our Proxy Statement, which is incorporated herein by reference. The following table sets forth
certain information concerning TD Group’s executive officers:
Name
Age
Position
Kevin Stein . . . . . . . . . . . . . . . . . . . . . . . . .
58
President, Chief Executive Officer and Director
Michael Lisman . . . . . . . . . . . . . . . . . . . . . .
42
Co-Chief Operating Officer
Joel Reiss . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
Co-Chief Operating Officer
Sarah Wynne . . . . . . . . . . . . . . . . . . . . . . . .
50
Chief Financial Officer
Jessica L. Warren . . . . . . . . . . . . . . . . . . . . .
42
General Counsel, Chief Compliance Officer and Secretary
Mr. Stein was appointed Chief Executive Officer and Director in April 2018 and President in January 2017.
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 appointed Co-Chief Operating Officer in May 2023. Prior to that, Mr. Lisman served as
Chief Financial Officer from July 2018 to May 2023 and Executive Vice President from January 2022 to May
2023. Mr. Lisman also served as Vice President—Mergers and Acquisitions from January 2018 to June 2018,
Business Unit Manager for the Air & Fuel Valves business unit at Aero Fluid Products, a wholly-owned
subsidiary of TransDigm Inc., from January 2017 to January 2018 and Director of Mergers and Acquisitions of
TransDigm from November 2015 to January 2017. 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.
Mr. Reiss was appointed Co-Chief Operating Officer in May 2023. Prior to that, Mr. Reiss served as
Executive Vice President from October 2015 to May 2023. Mr. Reiss also served as President of Hartwell
Corporation, a wholly-owned subsidiary of TransDigm Inc., from July 2012 to October 2015; President of
Skurka Aerospace, a wholly-owned subsidiary of TransDigm Inc., from July 2010 to July 2012; and Director of
Operations of Adams Rite Aerospace, a wholly-owned subsidiary of TransDigm Inc., from July 2000 to July
2010.
Ms. Wynne was appointed Chief Financial Officer in May 2023. Prior to that, Ms. Wynne served as Chief
Accounting Officer from November 2018 to May 2023. Ms. Wynne also served as Group Controller from April
57

2015 to October 2018, as Controller of the Aero Fluid Products division of AeroControlex Group, Inc., a wholly-
owned subsidiary of TransDigm Inc., from October 2009 to March 2015, and previously in other accounting
roles within the Company.
Ms. Warren was appointed General Counsel, Chief Compliance Officer and Secretary in February 2023.
Prior to that, Ms. Warren served as Associate General Counsel of the Company from December 2018 to February
2023. Prior to joining TransDigm as Associate General Counsel, Ms. Warren maintained a private legal practice
focusing on providing services to technology-driven businesses, including providing counsel to TransDigm on
disputes, environmental matters, intellectual property and a variety of other matters. Ms. Warren also served as
General Counsel of Thogus Products Company from October 2014 to July 2016.
Code of Ethics
We have adopted a Code of Business Conduct and Ethics, which applies to all of our directors, officers, and
employees and a Code of Ethics for Senior Financial Officers which includes additional ethical obligations for
our senior financial management (which includes our president, chief executive officer and director, co-chief
operating officers, chief financial officer, corporate controller, treasurer, vice president of finance, director of
audit, group controllers, general counsel, operating unit presidents and operating unit vice presidents of finance).
Please refer to the information set forth in our Proxy Statement, which is incorporated herein by reference. Our
Code of Business Conduct and Ethics and our Code of Ethics for Senior Financial Officers is available on our
website at www.transdigm.com. Any person may receive a copy without charge by writing to us at TransDigm
Group Incorporated, 1350 Euclid Avenue, Suite 1600, Cleveland, Ohio 44115. We intend to disclose on our
website any amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics that applies
to directors and executive officers and that is required to be disclosed pursuant to the rules of the Securities and
Exchange Commission.
Nominations of Directors
The procedure by which stockholders may recommend nominees to our Board of Directors will be set forth
under the caption “Shareholder Proposals for the 2025 Annual Meeting” in our Proxy Statement, which is
incorporated herein by reference.
Audit Committee
The information regarding the audit committee of our Board of Directors and audit committee financial
experts will be set forth under the caption “Corporate Governance” in our Proxy Statement, which is incorporated
herein by reference.
ITEM 11.
EXECUTIVE COMPENSATION
The information required by this item will be set forth under the captions “Executive Compensation” and
“Director Compensation” in our Proxy Statement, which is incorporated herein by reference.
58

ITEM 12.
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information regarding security ownership of certain beneficial owners and management will be set forth
under the captions “Beneficial Ownership of Equity Securities of TransDigm” and “Security Ownership of
Certain Beneficial Owners” in our Proxy Statement, which is incorporated herein by reference.
Equity Compensation Plan Information
Plan category
Number of Securities to
Be Issued upon Exercise of
Outstanding Options,
Warrants and Rights
(a)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (excluding
securities reflected in
column (a))
(c)
Equity compensation plans approved by
security holders (1) . . . . . . . . . . . . . . . . . .
4,414,827 (2)
$489.70
3,435,370 (3)
(1)
Includes information related to the 2006 stock incentive plan, the 2014 stock option plan and the 2019 stock
option plan.
(2)
This amount represents 74,215, 3,779,503 and 561,109 shares subject to outstanding stock options under our
2006 stock incentive plan, 2014 stock option plan and 2019 stock option plan, respectively. No further
grants may be made under our 2006 stock incentive plan and 2014 stock option plan, although outstanding
stock options continue in force in accordance with their terms.
(3)
This amount represents remaining shares available for award under our 2019 stock option plan. In August
2019, the 2019 stock option plan was adopted by the Board of Directors of TD Group and was subsequently
approved by stockholders on October 3, 2019. The 2019 stock option plan permits TD Group to award stock
options to our key employees, directors or consultants. The total number shares of TD Group common stock
reserved for issuance or delivery under the 2019 stock option plan is 4,000,000, subject to adjustment in the
event of any stock dividend or split, reorganization, recapitalization, merger, share exchange or any other
similar corporate transaction or event.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this item will be set forth under the captions entitled “Corporate Governance”
and “Director Compensation” in our Proxy Statement, which is incorporated herein by reference.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item will be set forth under the caption “Proposal No. 2—Ratification of
Appointment of Independent Registered Public Accounting Firm,” in our Proxy Statement, which is incorporated
herein by reference.
59

PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents Filed with Report
(a) (1) Financial Statements
Page
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP, PCAOB ID: 42) . . . .
F-1
Consolidated Balance Sheets as of September 30, 2024 and 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-3
Consolidated Statements of Income for Fiscal Years Ended September 30, 2024, 2023 and
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-4
Consolidated Statements of Comprehensive Income for Fiscal Years Ended September 30, 2024,
2023 and 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-5
Consolidated Statements of Changes in Stockholders’ Deficit for Fiscal Years Ended September 30,
2024, 2023 and 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-6
Consolidated Statements of Cash Flows for Fiscal Years Ended September 30, 2024, 2023 and
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-7
Notes to Consolidated Financial Statements for Fiscal Years Ended September 30, 2024, 2023 and
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8 to F-51
(a) (2) Financial Statement Schedules
Valuation and Qualifying Accounts for the Fiscal Years Ended September 30, 2024, 2023 and
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-52
60

(a) (3) Exhibits
Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
3.1
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. 001-32833)
3.2
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. 001-32833)
3.3
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)
3.4
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)
3.5
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)
3.6
Certificate of Formation, filed September 10,
2019, of 4455 Genesee Properties, LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.7
First Amended and Restated Limited Liability
Company Agreement of 4455 Genesee
Properties, LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.8
Certificate of Formation, filed October 27,
2004, of 4455 Genesee Street, LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.9
First Amended and Restated Operating
Agreement of 4455 Genesee Street, LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.10
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)
3.11
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)
3.12
Certificate of Incorporation, filed July 10, 2009,
of Acme Aerospace, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 5, 2009
(File No. 001-32833)
3.13
By-laws of Acme Aerospace, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 5, 2009
(File No. 001-32833)
3.14
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)
61

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
3.15
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)
3.16
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)
3.17
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)
3.18
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)
3.19
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)
3.20
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)
3.21
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)
3.22
Certificate of Formation, filed September 25,
2013, of Aerosonic LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 5,
2014 (File No. 001-32833)
3.23
Limited Liability Company Agreement of
Aerosonic LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 5,
2014 (File No. 001-32833)
3.24
Certificate of Incorporation, filed November 13,
2009, of Airborne Acquisition, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 5,
2014 (File No. 001-32833)
3.25
Bylaws of Airborne Acquisition, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 5,
2014 (File No. 001-32833)
3.26
Amended and Restated Certificate of
Incorporation, filed January 25, 2010, of HDT
International Holdings, Inc. (now known as
Airborne Global, Inc.)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 5,
2014 (File No. 001-32833)
3.27
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)
62

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
3.28
Certificate of Amendment of Certificate of
Incorporation, filed December 10, 2013, of
HDT Global, Inc. (now known as Airborne
Global, Inc.)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 5,
2014 (File No. 001-32833)
3.29
Bylaws of HDT International Holdings, Inc.
(now known as Airborne Global, Inc.)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 5,
2014 (File No. 001-32833)
3.30
Certificate of Incorporation, filed November 13,
2009, of Airborne Holdings, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 5,
2014 (File No. 001-32833)
3.31
Bylaws of Airborne Holdings, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 5,
2014 (File No. 001-32833)
3.32
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)
3.33
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)
3.34
Bylaws of Airborne Systems NA Inc., as
amended
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 5,
2014 (File No. 001-32833)
3.35
Certificate of Incorporation, filed April 23,
2007, of Airborne Systems North America Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 5,
2014 (File No. 001-32833)
3.36
Bylaws of Airborne Systems North America
Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 5,
2014 (File No. 001-32833)
3.37
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)
3.38
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)
3.39
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)
3.40
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)
63

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
3.41
Bylaws of Airborne Systems North America of
CA Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 5,
2014 (File No. 001-32833)
3.42
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)
3.43
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)
3.44
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)
3.45
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)
3.46
Bylaws, as amended, 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)
3.47
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)
3.48
Second Amended and Restated By-Laws of
AmSafe Global Holdings, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 9, 2012
(File No. 001-32833)
3.49
Certificate of Incorporation, filed May 8, 1985,
of Am-Safe, Inc. (now known as AmSafe, Inc.)
Incorporated by reference to Form TransDigm
Group Incorporated’s 10-Q, filed May 9, 2012
(File No. 001-32833)
3.50
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)
3.51
By-Laws 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)
3.52
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)
3.53
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)
64

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
3.54
Articles of Incorporation, filed November 13,
1995, of Apical Industries, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.55
Bylaws of Apical Industries, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.56
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)
3.57
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)
3.58
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)
3.59
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)
3.60
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)
3.61
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)
3.62
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)
3.63
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)
3.64
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)
65

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
3.65
Amended and Restated Bylaws 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)
3.66
Certificate of Formation, filed October 27,
2004, of Ashford Properties, LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.67
First Amended and Restated Operating
Agreement of Ashford Properties, LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.68
Certificate of Incorporation, as amended, of
Esterline Sensors Services Americas, Inc. (now
known as Auxitrol Weston USA, Inc.)
Incorporated by reference to TransDigm Inc.’s
and TransDigm Group Incorporated’s
Form S-4, filed August 7, 2019
(File No. 333-233103)
3.69
Amended and Restated Bylaws of Esterline
Sensors Services Americas, Inc. (now known as
Auxitrol Weston USA, Inc.)
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)
3.70
Amended and Restated Certificate of
Incorporation, filed February 7, 2007, of
Aviation Technologies, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 9,
2018 (File No. 001-32833)
3.71
By-laws of Wings Holdings, Inc. (now known
as Aviation Technologies, Inc.)
Incorporated by reference to TransDigm Inc.’s
and TransDigm Group Incorporated’s Form S-4,
filed July 6, 2007 (File No. 333-144366)
3.72
Certificate of Formation, effective June 28,
2007, of Avionic Instruments LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 9,
2018 (File No. 001-32833)
3.73
Limited Liability Company Agreement of
Avionic Instruments LLC
Incorporated by reference to TransDigm Inc.’s
and TransDigm Group Incorporated’s Form S-4,
filed July 6, 2007 (File No.333-144366)
3.74
Articles of Incorporation, filed December 29,
1992, of Avionics Specialties, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 9,
2018 (File No. 001-32833)
3.75
Bylaws of Avionics Specialties, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 5,
2014 (File No. 001-32833)
3.76
Articles of Incorporation, filed October 3, 1963,
of Avtech Corporation (now known as
AvtechTyee, Inc.)
Incorporated by reference to TransDigm Inc.’s
and TransDigm Group Incorporated’s Form S-4,
filed July 6, 2007 (File No. 333-144366)
3.77
Amendment to Articles of Incorporation, filed
March 30, 1984, of Avtech Corporation (now
known as AvtechTyee, Inc.)
Incorporated by reference to TransDigm Inc.’s
and TransDigm Group Incorporated’s Form S-4,
filed July 6, 2007 (File No. 333-144366)
66

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
3.78
Amendment to Articles of Incorporation, filed
April 17, 1989, of Avtech Corporation (now
known as AvtechTyee, Inc.)
Incorporated by reference to TransDigm Inc.’s
and TransDigm Group Incorporated’s Form S-4,
filed July 6, 2007 (File No. 333-144366)
3.79
Articles of Amendment of Articles of
Incorporation, filed July 17, 1998, of Avtech
Corporation (now known as AvtechTyee, Inc.)
Incorporated by reference to TransDigm Inc.’s
and TransDigm Group Incorporated’s Form S-4,
filed July 6, 2007 (File No. 333-144366)
3.80
Articles of Amendment to Articles of
Incorporation, filed May 20, 2003, of Avtech
Corporation (now known as AvtechTyee, Inc.)
Incorporated by reference to TransDigm Inc.’s
and TransDigm Group Incorporated’s Form S-4,
filed July 6, 2007 (File No. 333-144366)
3.81
Articles of Amendment to Articles of
Incorporation, filed May 2, 2012, of
AvtechTyee, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 16,
2012 (File No. 001-32833)
3.82
By-laws of Avtech Corporation (now known as
AvtechTyee, Inc.)
Incorporated by reference to TransDigm Inc.’s
and TransDigm Group Incorporated’s Form S-4,
filed July 6, 2007 (File No. 333-144366)
3.83
Certificate of Formation, filed May 30, 2013, of
Beta Transformer Technology LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 15,
2016 (File No. 001-32833)
3.84
Amended and Restated Limited Liability
Company Agreement, filed July 7, 2016, of
Beta Transformer Technology LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 15,
2016 (File No. 001-32833)
3.85
Limited Liability Company Certificate of
Formation of Breeze-Eastern LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 11, 2016
(File No. 001-32833)
3.86
Limited Liability Company Agreement of
Breeze-Eastern LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 11, 2016
(File No. 001-32833)
3.87
Certificate of Incorporation, filed May 9, 2000,
of Erie Acquisition Corp. (now known as
Bridport Erie Aviation, Inc.)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 9, 2012
(File No. 001-32833)
3.88
Certificate of Amendment of Certificate of
Incorporation, filed May 30, 2000, of Erie
Acquisition Corp. (now known as Bridport Erie
Aviation, Inc.)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 9, 2012
(File No. 001-32833)
3.89
Certificate of Amendment of Certificate of
Incorporation, filed June 19, 2000, of Bridport
Erie Aviation, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 9, 2012
(File No. 001-32833)
3.90
Amended and Restated By-Laws of Erie
Acquisition Corp. (now known as Bridport Erie
Aviation, Inc.)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 9, 2012
(File No. 001-32833)
3.91
Certificate of Incorporation, filed July 2, 2004,
of Bridport Holdings, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 9, 2012
(File No. 001-32833)
67

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
3.92
Amended and Restated By-Laws of Bridport
Holdings, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 9, 2012
(File No. 001-32833)
3.93
Articles of Incorporation, filed February 6,
1998, of Air Carrier Acquisition Corp. (now
known as Bridport-Air Carrier, Inc.)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 9, 2012
(File No. 001-32833)
3.94
Articles of Amendment, filed February 23,
1998, of Air Carrier Acquisition Corp. (now
known as Bridport-Air Carrier, Inc.)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 9, 2012
(File No. 001-32833)
3.95
Articles of Amendment, filed December 14,
1999, of Bridport-Air Carrier, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 9, 2012
(File No. 001-32833)
3.96
Amended and Restated By-Laws of
Bridport-Air Carrier, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 9, 2012
(File No. 001-32833)
3.97
Certificate of Incorporation, filed August 6,
2007, of Bruce Aerospace Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 21,
2007 (File No. 001-32833)
3.98
By-laws of Bruce Aerospace Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 21,
2007 (File No. 001-32833)
3.99
Restated Articles of Organization, filed June 5,
2023, of Calspan Air Facilities, LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.100
Second Amended and Restated Operating
Agreement of Calspan Air Facilities, LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.101
Articles of Organization, filed October 15,
2013, of Calspan Air Services, LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.102
First Amended and Restated Operating
Agreement of Calspan Air Services, LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.103
Certificate of Incorporation, filed April 16,
2021, of Calspan ASE Portugal, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.104
First Amended and Restated Bylaws of Calspan
ASE Portugal, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.105
Restated Articles of Organization, filed June 5,
2023, of Calspan Holdings, LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.106
Eighth Amended and Restated Operating
Agreement of Calspan Holdings, LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
68

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
3.107
Certificate of Formation of CALSPAN JETS
LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 7, 2024
(File No. 001-32833)
3.108
Limited Liability Company Agreement of
CALSPAN JETS LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 7, 2024
(File No. 001-32833)
3.109
Certificate of Formation of Calspan Technology
Acquisition LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 7, 2024
(File No. 001-32833)
3.110
Limited Liability Company Agreement of
Calspan Technology Acquisition LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 7, 2024
(File No. 001-32833)
3.111
Operating Agreement of Calspan Genesee, LLC
(now known as Calspan, LLC)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.112
Articles of Organization, filed April 25, 2023,
of Calspan Genesee, LLC (now known as
Calspan, LLC)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.113
Certificate of Amendment of Articles of
Organization, filed May 2, 2023, of Calspan,
LLC (fka Calspan Genesee, LLC)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.114
Articles of Organization, filed June 29, 2007, of
CDA InterCorp LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 9,
2018 (File No. 001-32833)
3.115
Operating Agreement of CDA InterCorp LLC
Incorporated by reference to TransDigm Inc.’s
and TransDigm Group Incorporated’s Form S-4,
filed July 6, 2007 (File No. 333-144366)
3.116
Certificate of Formation, filed September 30,
2009, of CEF Industries, LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 24,
2009 (File No. 001-32833)
3.117
Limited Liability Company Agreement of CEF
Industries, LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 24,
2009 (File No. 001-32833)
3.118
Certificate of Formation, effective June 30,
2007, of Champion Aerospace LLC
Incorporated by reference to TransDigm Inc.’s
and TransDigm Group Incorporated’s Form S-4,
filed July 6, 2007 (File No. 333-144366)
3.119
Limited Liability Company Agreement of
Champion Aerospace LLC
Incorporated by reference to TransDigm Inc.’s
and TransDigm Group Incorporated’s Form S-4,
filed July 6, 2007 (File No. 333-144366)
3.120
Certificate of Incorporation, filed October 16,
2020, of Chelton Avionics Holdings, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form S-4, filed August 10, 2021
(File No. 333-258676)
3.121
Bylaws of Chelton Avionics Holdings, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form S-4, filed August 10, 2021
(File No. 333-258676)
69

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
3.122
Certificate of Incorporation, filed March 4,
1997, of Chelton Avionics, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form S-4, filed August 10, 2021
(File No. 333-258676)
3.123
Amended and Restated By-laws of Chelton
Avionics, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form S-4, filed August 10, 2021
(File No. 333-258676)
3.124
Certificate of Incorporation, filed August 28,
2007, of Cobham Defense Products, Inc. (now
known as Chelton Defense Products, Inc.)
Incorporated by reference to TransDigm Group
Incorporated’s Form S-4, filed August 10, 2021
(File No. 333-258676)
3.125
Amendment to Certificate of Incorporation,
filed December 20, 2021, of Cobham Defense
Products, Inc. (now known as Chelton Defense
Products, Inc.)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 10,
2022 (File No. 001-32833)
3.126
Amended and Restated By-laws of Cobham
Defense Products, Inc. (now known as Chelton
Defense Products, Inc.)
Incorporated by reference to TransDigm Group
Incorporated’s Form S-4, filed August 10, 2021
(File No. 333-258676)
3.127
Certificate of Formation of CMC Electronics
Aurora 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)
3.128
Amended and Restated Limited Liability
Company Agreement of CMC Electronics
Aurora 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)
3.129
Amended and Restated Certificate of
Incorporation of CPI Intermediate Holdings,
Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 6, 2024
(File No. 001-32833)
3.130
First Amended and Restated Bylaws of CPI
Intermediate Holdings, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 6, 2024
(File No. 001-32833)
3.131
Certificate of Incorporation of Catalyst
Holdings, Inc. (now known as CPI
International, Inc.)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 6, 2024
(File No. 001-32833)
3.132
Certificate of Amendment to the Certificate of
Incorporation of Catalyst Holdings, Inc. (now
known as CPI International, Inc.)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 6, 2024
(File No. 001-32833)
3.133
Certificate of Amendment to the Certificate of
Incorporate of CPI International Acquisition,
Inc. (now known as CPI International, Inc.)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 6, 2024
(File No. 001-32833)
3.134
Third Amended and Restated Bylaws of CPI
International, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 6, 2024
(File No. 001-32833)
70

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
3.135
Articles of Organization, filed April 24, 2023,
of CTHC LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.136
First Amended and Restated Operating
Agreement of CTHC LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.137
Articles of Incorporation, filed April 11, 1997,
of Dart Aerospace USA, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.138
Bylaws of Dart Buyer, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.139
Certificate of Incorporation, filed July 29, 2011,
of Dart Helicopter Services, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.140
Bylaws of Dart Helicopter Services, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.141
Certificate of Incorporation, filed February 28,
2019, of Dart Intermediate, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.142
Bylaws of Dart Intermediate, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.143
Second Amended and Restated Certificate of
Incorporation, filed May 25, 2022, of Dart
TopCo, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.144
Bylaws of Dart TopCo, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.145
Certificate of Incorporation, filed October 23,
1970, of ILC Data Devices Corporation (now
known as Data Device Corporation)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 15,
2016 (File No. 001-32833)
3.146
Certificate of Amendment of Certificate of
Incorporation, filed April 23, 1999, of ILC Data
Device Corporation (now known as Data
Device Corporation)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 15,
2016 (File No. 001-32833)
3.147
Certificate of Amendment of Certificate of
Incorporation, filed July 14, 2014, of Data
Device Corporation
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 15,
2016 (File No. 001-32833)
3.148
By-laws of ILC Data Devices Corporation (now
known as Data Device Corporation)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 15,
2016 (File No. 001-32833)
71

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
3.149
Certificate of Incorporation, filed November 20,
2009, of Dukes Aerospace, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed December 4,
2009 (File No. 001-32833)
3.150
By-laws of Dukes Aerospace, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed December 4,
2009 (File No. 001-32833)
3.151
Certificate of Formation, filed February 29,
2000, of Western Sky Industries, LLC (now
known as Electromech Technologies LLC)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 8,
2011 (File No. 001-32833)
3.152
Certificate of Amendment, filed December 18,
2013, of Western Sky Industries, LLC (now
known as Electromech Technologies LLC)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 5,
2014 (File No. 001-32833)
3.153
Fourth Amended and Restated Limited Liability
Company Agreement of Electromech
Technologies LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 9,
2018 (File No. 001-32833)
3.154
Certificate of Formation of Esterline Europe
Company 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)
3.155
Amended and Restated Limited Liability
Company Agreement of Esterline Europe
Company 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)
3.156
Certificate of Incorporation, filed November 13,
2007, of Esterline International Company
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)
3.157
Amended and Restated Bylaws of Esterline
International Company
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)
3.158
Fifth Amended and Restated Certificate of
Incorporation of Esterline Technologies
Corporation
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)
3.159
Second Amended and Restated By-laws of
Esterline Technologies Corporation
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)
72

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
3.160
Certificate of Formation of Esterline
Technologies SGIP 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)
3.161
Limited Liability Company Agreement of
Esterline Technologies SGIP LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 8, 2019
(File No. 001-32833)
3.162
Certificate of Formation of FPT Industries LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 7, 2024
(File No. 001-32833)
3.163
Certificate of Amendment to Certificate of
Formation of FPT Industries LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 7, 2024
(File No. 001-32833)
3.164
Amended and Restated Limited Liability
Company Agreement of FPT Industries LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 7, 2024
(File No. 001-32833)
3.165
Restated Articles of Organization, filed June 5,
2023, of Genesee Holdings II, LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.166
Second Amended and Restated Operating
Agreement of Genesee Holdings II, LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.167
Articles of Organization, filed October 8, 2020,
of Genesee Holdings III, LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.168
First Amended and Restated Operating
Agreement of Genesee Holdings III, LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.169
Restated Articles of Organization, filed June 5,
2023, of Genesee Holdings, LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.170
Second Amended and Restated Operating
Agreement of Genesee Holdings, LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
3.171
Articles of Organization, as amended, of
HarcoSemco LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 9,
2018 (File No. 001-32833)
3.172
First Amended and Restated Limited Liability
Company Agreement of HarcoSemco LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 9,
2018 (File No. 001-32833)
3.173
Articles of Incorporation, filed May 10, 1957,
of Hartwell Aviation Supply Company (now
known as Hartwell Corporation)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 8,
2011 (File No. 001-32833)
73

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
3.174
Certificate of Amendment, filed June 9, 1960,
of Articles of Incorporation of Hartwell
Aviation Supply Company (now known as
Hartwell Corporation)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 8,
2011 (File No. 001-32833)
3.175
Certification of Amendment, filed October 23,
1987, of Articles of Incorporation of Hartwell
Corporation
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 8,
2011 (File No. 001-32833)
3.176
Certificate of Amendment, filed April 9, 1997,
of Articles of Incorporation of Hartwell
Corporation
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 8,
2011 (File No. 001-32833)
3.177
By-laws of Hartwell Corporation
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 8,
2011 (File No. 001-32833)
3.178
Amended and Restated Articles of
Incorporation, filed February 8, 2010, of Heli
Tech, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.179
Amendment No. 1, filed July 12, 2010, to the
Amended and Restated Articles of
Incorporation of Heli Tech, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.180
Amendment No. 2, filed January 25, 2013, to
the Amended and Restated Articles of
Incorporation of Heli Tech, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.181
Amended and Restated By-laws of Heli Tech,
Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.182
Certificate of Incorporation of Hytek Finishes
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)
3.183
Amended and Restated Bylaws of Hytek
Finishes 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)
3.184
Amended and Restated Certificate of
Incorporation of Iceman Holdco, Inc.
Filed Herewith
3.185
First Amended and Restated Bylaws of Iceman
Holdco, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 6, 2024
(File No. 001-32833)
3.186
Amended and Restated Certificate of
Incorporation of ILC Holdings, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 15,
2016 (File No. 001-32833)
3.187
By-laws, as amended, of ILC Holdings, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 9,
2018 (File No. 001-32833)
74

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
3.188
Restated Articles of Incorporation of Janco
Corporation
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)
3.189
Amended and Restated Bylaws of Janco
Corporation
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)
3.190
Certificate of Formation, filed January 26,
2007, of Johnson Liverpool LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 15,
2016 (File No. 001-32833)
3.191
Amended and Restated Limited Liability
Company Agreement of Johnson Liverpool
LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 15,
2016 (File No. 001-32833)
3.192
Second Amended and Restated Limited
Liability Company Agreement of King
Nutronics, LLC
Filed Herewith
3.193
Certificate of Incorporation, as amended, of KH
Acquisition I Co. (now known as Kirkhill Inc.)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 4, 2018
(File No. 001-32833)
3.194
Amended and Restated By-laws of Kirkhill Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 4, 2018
(File No. 001-32833)
3.195
Certificate of Incorporation of Korry
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)
3.196
Amended and Restated Bylaws of Korry
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)
3.197
Certificate of Incorporation, as amended, of
Leach Holding Corporation
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)
3.198
Amended and Restated Bylaws of Leach
Holding Corporation
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)
75

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
3.199
Certificate of Incorporation, as amended, of
Leach International Corporation
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)
3.200
Amended and Restated Bylaws of Leach
International Corporation
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)
3.201
Certificate of Formation, filed February 22,
2021, of Leach Mexico Holding LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form S-4, filed August 10, 2021
(File No. 333-258676)
3.202
Limited Liability Company Agreement of
Leach Mexico Holding LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form S-4, filed August 10, 2021
(File No. 333-258676)
3.203
Certificate of Incorporation of Leach
Technology Group, Inc.
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)
3.204
Amended and Restated Bylaws of Leach
Technology Group, Inc.
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)
3.205
Certificate of Incorporation, filed March 28,
1994, of MPT Acquisition Corp. (now known
as MarathonNorco Aerospace, Inc.)
Incorporated by reference to TransDigm Inc.’s
and TransDigm Holding Company’s Form S-4,
filed January 29, 1999 (File No. 333-71397)
3.206
Certificate of Amendment, filed May 18, 1994,
of the Certificate of Incorporation of MPT
Acquisition Corp. (now known as
MarathonNorco Aerospace, Inc.)
Incorporated by reference to TransDigm Inc.’s
and TransDigm Holding Company’s Form S-4,
filed January 29, 1999 (File No. 333-71397)
3.207
Certificate of Amendment, filed May 24, 1994,
of the Certificate of Incorporation of MPT
Acquisition Corp. (now known as
MarathonNorco Aerospace, Inc.)
Incorporated by reference to TransDigm Inc.’s
and TransDigm Holding Company’s Form S-4,
filed January 29, 1999 (File No. 333-71397)
3.208
Certificate of Amendment, filed August 28,
2003, of the Certificate of Incorporation of
Marathon Power Technologies Company (now
known as MarathonNorco Aerospace, Inc.)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 28,
2006 (File No. 001-32833)
3.209
Bylaws of MPT Acquisition Corp. (now known
as MarathonNorco Aerospace, Inc.)
Incorporated by reference to TransDigm Inc.’s
and TransDigm Holding Company’s Form S-4,
filed January 29, 1999 (File No. 333-71397)
76

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
3.210
Certificate of Incorporation, as amended, of
Mason Electric 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)
3.211
Amended and Restated Bylaws of Mason
Electric 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)
3.212
Certificate of Incorporation, filed April 13,
2007, of McKechnie Aerospace DE, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 8,
2011 (File No. 001-32833)
3.213
By-laws of McKechnie Aerospace DE, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 8,
2011 (File No. 001-32833)
3.214
Certificate of Incorporation, filed April 25,
2007, of McKechnie Aerospace Holdings, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 8,
2011 (File No. 001-32833)
3.215
By-laws of McKechnie Aerospace Holdings,
Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 8,
2011 (File No. 001-32833)
3.216
Certificate of Formation, filed May 11, 2005, of
Melrose US 3 LLC (now known as McKechnie
Aerospace US LLC)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 8,
2011 (File No. 001-32833)
3.217
Certificate of Amendment, filed May 11, 2007,
to Certificate of Formation of Melrose US 3
LLC (now known as McKechnie Aerospace US
LLC)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 8,
2011 (File No. 001-32833)
3.218
Limited Liability Company Agreement of
McKechnie Aerospace US LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 8,
2011 (File No. 001-32833)
3.219
Amended and Restated Certificate of
Microwave Power Products, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 6, 2024
(File No. 001-32833)
3.220
Restated Bylaws of Microwave Power
Products, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 6, 2024
(File No. 001-32833)
3.221
First Amended and Restated Limited Liability
Company Agreement of Medtherm Labs, LLC
Filed Herewith
3.222
Certificate of Incorporation, as amended, of
NAT Seattle Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form S-4, filed August 10, 2021
(File No. 333-258676)
3.223
Amended and Restated By-laws of NAT Seattle
Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form S-4, filed August 10, 2021
(File No. 333-258676)
77

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
3.224
Amended and Restated Articles of
Incorporation, as amended, of NMC Group,
Inc.
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)
3.225
Amended and Restated Bylaws of NMC Group,
Inc.
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)
3.226
Certificate of Formation, filed March 27, 2015,
of Telair International LLC (now known as
Nordisk Aviation Products LLC)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 5, 2015
(File No. 001-32833)
3.227
Amendment to Certificate of Formation, filed
February 4, 2021, of Telair International LLC
(now known as Nordisk Aviation Products
LLC)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 10,
2022 (File No. 001-32833)
3.228
Limited Liability Company Agreement of
Telair International LLC (now known as
Nordisk Aviation Products LLC)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 5, 2015
(File No. 001-32833)
3.229
Restated Certificate of Incorporation, filed
June 27, 2014, of North Hills Signal Processing
Corp.
Incorporated by reference to TransDigm Inc.’s
and TransDigm Group Incorporated’s Form S-4,
filed May 10, 2017 (File No. 333-217850)
3.230
By-laws of Porta Systems Corp. (now known as
North Hills Signal Processing Corp.)
Incorporated by reference to TransDigm Inc.’s
and TransDigm Group Incorporated’s Form S-4,
filed May 10, 2017 (File No. 333-217850)
3.231
Certificate of Formation, filed September 30,
2021, of North Hills Signal Processing
Overseas LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 16,
2021 (File No. 001-32833)
3.232
Limited Liability Company Agreement of
North Hills Signal Processing Overseas LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 16,
2021 (File No. 001-32833)
3.233
Certificate of Incorporation, as amended, of
Norwich Aero Products Inc.
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)
3.234
Amended and Restated By-laws of Norwich
Aero Products Inc.
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)
3.235
Amended and Restated Articles of
Incorporation, filed June 28, 2022, of Offshore
Helicopter Support Services, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
78

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
3.236
Bylaws of Offshore Helicopter Support
Services, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.237
Certificate of Incorporation, as amended, of
Palomar Products, Inc.
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)
3.238
Amended and Restated Bylaws of Palomar
Products, Inc.
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)
3.239
Articles of Incorporation of Paravion
Technology, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.240
By-laws of Paravion Technology, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.241
Certificate of Incorporation, filed April 28,
2015, of PX Acquisition Co. (now known as
Pexco Aerospace, Inc.)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 5, 2015
(File No. 001-32833)
3.242
Certificate of Amendment of Certificate of
Incorporation, filed May 14, 2015, of PX
Acquisition Co. (now known as Pexco
Aerospace, Inc.)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 5, 2015
(File No. 001-32833)
3.243
By-laws of PX Acquisition Co. (now known as
Pexco Aerospace, Inc.)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 5, 2015
(File No. 001-32833)
3.244
Articles of Incorporation, filed October 3, 1956,
of PneuDraulics, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 13,
2015 (File No. 001-32833)
3.245
Certificate of Amendment of Articles of
Incorporation, filed December 9, 1970, of
Articles of Incorporation of PneuDraulics, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 13,
2015 (File No. 001-32833)
3.246
Restated By-laws of PneuDraulics, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 13,
2015 (File No. 001-32833)
3.247
Certificate of Incorporation, filed October 24,
1977, of Transformer Technology Corporation
(now known as Power Device Corporation)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 15,
2016 (File No. 001-32833)
3.248
Certificate of Amendment of Certificate of
Incorporation, filed December 1, 1977, of
Transformer Technology Corporation (now
known as Power Device Corporation)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 15,
2016 (File No. 001-32833)
79

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
3.249
Certificate of Amendment of Certificate of
Incorporation, filed June 20, 2022, of Beta
Transformer Technology Corporation (now
known as Power Device Corporation)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 10,
2022 (File No. 001-32833)
3.250
By-laws of Transformer Technology
Corporation (now known as Power Device
Corporation)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 15,
2016 (File No. 001-32833)
3.251
Second Amended and Restated Limited
Liability Company Agreement of Raptor Labs
HoldCo, LLC
Filed Herewith
3.252
First Amended and Restated Limited Liability
Company Agreement of Raptor Labs
Intermediate, LLC
Filed Herewith
3.253
Limited Liability Company Certificate of
Formation, filed May 30, 2007, of Schneller
LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 8,
2012 (File No. 001-32833)
3.254
Amended and Restated Limited Liability
Company Agreement, dated August 31, 2011,
of Schneller LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 8,
2012 (File No. 001-32833)
3.255
Certificate of Incorporation, as amended, of
Semco Instruments, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed September 7,
2010 (File No. 001-32833)
3.256
Certificate of Amendment of Certificate of
Incorporation, filed October 17, 2012, of Semco
Instruments, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 16,
2012 (File No. 001-32833)
3.257
Amended and Restated By-laws of Semco
Instruments, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed September 7,
2010 (File No. 001-32833)
3.258
Second Amended and Restated Limited
Liability Company Agreement of Sensor
Concepts, LLC
Filed Herewith
3.259
Certificate of Incorporation, filed
September 16, 1994, of Am-Safe Commercial
Products, Inc. (now known as Shield Restraint
Systems, Inc.)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 9, 2012
(File No. 001-32833)
3.260
Certificate of Amendment of Certificate of
Incorporation, filed May 19, 2005, of AmSafe
Commercial Products, Inc. (now known as
Shield Restraint Systems, Inc.)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 9, 2012
(File No. 001-32833)
3.261
Certificate of Amendment of Certificate of
Incorporation, filed August 27, 2014, of
AmSafe Commercial Products, Inc. (now
known as Shield Restraint Systems, Inc.)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 14,
2014 (File No. 001-32833)
3.262
By-laws of Am-Safe Commercial Products, Inc.
(now known as Shield Restraint Systems, Inc.)
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 9, 2012
(File No. 001-32833)
80

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
3.263
Articles of Incorporation, filed July 28, 1965, of
Simplex Manufacturing Co.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.264
Articles of Amendment, filed November 9,
1973, of Simplex Manufacturing Co.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.265
Articles of Amendment, filed December 2,
1988, of Simplex Manufacturing Co.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.266
Articles of Amendment, filed August 21, 2000,
of Simplex Manufacturing Co.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.267
Articles of Amendment, filed March 12, 2001,
of Simplex Manufacturing Co.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.268
Articles of Amendment, filed October 29, 2007,
of Simplex Manufacturing Co.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.269
Amended and Restated By-laws of Simplex
Manufacturing Co., as amended
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
3.270
Articles of Incorporation, filed January 2, 1992,
of Skandia, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2018
(File No. 001-32833)
3.271
Amended and Restated By-laws of Skandia,
Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2018
(File No. 001-32833)
3.272
Certificate of Incorporation, filed December 22,
2004, of Skurka Aerospace Inc.
Incorporated by reference to TransDigm Inc.’s
and TransDigm Group Incorporated’s
Form S-4, filed October 11, 2006
(File No. 333-137937)
3.273
By-laws, as amended, of Skurka Aerospace Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 9,
2018 (File No. 001-32833)
3.274
Fourth Amended and Restated Limited Liability
Company Agreement of Space Electronics LLC
Filed Herewith
3.275
Articles of Organization, as amended, of
Symetrics Industries, LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2018
(File No. 001-32833)
3.276
Amended and Restated Limited Liability
Company Agreement of Symetrics Industries,
LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2018
(File No. 001-32833)
81

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
3.277
Restated Articles of Incorporation of TA
Aerospace 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)
3.278
Amended and Restated Bylaws of TA
Aerospace 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)
3.279
Certificate of Incorporation, filed August 22,
1986, of Tactair Fluid Controls, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 15,
2016 (File No. 001-32833)
3.280
Certificate of Amendment, filed June 8, 1998,
of Certificate of Incorporation of Tactair Fluid
Controls, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 15,
2016 (File No. 001-32833)
3.281
By-Laws, as amended, of Tactair Fluid
Controls, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 9,
2018 (File No. 001-32833)
3.282
Certificate of Incorporation, filed August 26,
2019, of TDG ESL Holdings Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 19,
2019 (File No. 001-32833)
3.283
By-laws of TDG ESL Holdings Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 19,
2019 (File No. 001-32833)
3.284
Certificate of Incorporation, filed January 15,
2004, of TEAC Aerospace Technologies, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2018
(File No. 001-32833)
3.285
Bylaws of TEAC Aerospace Technologies, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2018
(File No. 001-32833)
3.286
Certificate of Formation, filed February 23,
2015, of Telair US LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 5, 2015
(File No. 001-32833)
3.287
Limited Liability Company Agreement of
Telair US LLC
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 5, 2015
(File No. 001-32833)
3.288
Certificate of Articles of Incorporation of
TestVonics, Inc.
Filed Herewith
3.289
Second Amended and Restated Bylaws of
TestVonics, Inc.
Filed Herewith
3.290
Articles of Incorporation, filed August 6, 1999,
of Texas Rotronics, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 8,
2011 (File No. 001-32833)
82

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
3.291
By-laws, as amended, of Texas Rotronics, Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 9,
2018 (File No. 001-32833)
3.292
Certificate of Incorporation of TransDigm UK
Holdings Limited
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2018
(File No. 001-32833)
3.293
Articles of Association of TransDigm UK
Holdings Limited
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2018
(File No. 001-32833)
3.294
Certificate of Formation, effective June 30,
2007, of Transicoil LLC
Incorporated by reference to TransDigm Inc.’s
and TransDigm Group Incorporated’s Form S-4,
filed July 6, 2007 (File No. 333-144366)
3.295
Limited Liability Company Agreement of
Transicoil LLC
Incorporated by reference to TransDigm Inc.’s
and TransDigm Group Incorporated’s Form S-4,
filed July 6, 2007 (File No. 333-144366)
3.296
Certificate of Formation, filed June 13, 2013, of
Whippany Actuation Systems, LLC
Incorporated by reference to Amendment No. 3
to TransDigm Inc.’s and TransDigm Group
Incorporated’s Form S-4/A, filed June 27, 2013
(File No. 333-186494)
3.297
Limited Liability Company Agreement of
Whippany Actuation Systems, LLC
Incorporated by reference to Amendment No. 3
to TransDigm Inc.’s and TransDigm Group
Incorporated’s Form S-4/A, filed June 27, 2013
(File No. 333-186494)
3.298
Restated Certificate of Incorporation of
Young & Franklin Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 15,
2016 (File No. 001-32833)
3.299
By-laws, as amended, of Young & Franklin Inc.
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 9,
2018 (File No. 001-32833)
4.1
Form of Stock Certificate
Incorporated by reference to Amendment No. 3
to TransDigm Group Incorporated’s Form S-1
filed March 13, 2006 (File No. 333-130483)
4.2
Indenture, dated as of November 13, 2019,
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
5.50% Senior Subordinated Notes due 2027
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed November 13,
2019 (File No. 001-32833)
4.3
Indenture, dated as of January 20, 2021, 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 4.625% Senior
Subordinated Notes due 2029
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed January 20,
2021 (File No. 001-32833)
83

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
4.4
Indenture, dated as of April 21, 2021, 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 4.875% Senior
Subordinated Notes due 2029
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed April 21, 2021
(File No. 001-32833)
4.5
Indenture, dated as of February 24, 2023,
among TransDigm Inc., as issuer, TransDigm
Group Incorporated, as a guarantor, the
subsidiary guarantors party thereto, The Bank
of New York Mellon Trust Company, N.A., as
trustee and US collateral agent, and The Bank
of New York Mellon, as UK collateral agent,
relating to TransDigm Inc.’s 6.75% Senior
Secured Notes due 2028
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed February 24,
2023 (File No. 001-32833)
4.6
First Supplemental Indenture, dated as of
March 9, 2023, among TransDigm Inc., as
issuer, TransDigm Group Incorporated, as a
guarantor, the subsidiary guarantors party
thereto, The Bank of New York Mellon Trust
Company, N.A., as trustee and US collateral
agent, and The Bank of New York Mellon, as
UK collateral agent, relating to TransDigm
Inc.’s 6.75% Senior Secured Notes due 2028
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed March 9, 2023
(File No. 001-32833)
4.7
Indenture, dated as of August 18, 2023, among
TransDigm Inc., as issuer, TransDigm Group
Incorporated, as a guarantor, the subsidiary
guarantors party thereto, The Bank of New
York Mellon Trust Company, N.A., as trustee
and US collateral agent, and The Bank of New
York Mellon, as UK collateral agent, relating to
TransDigm Inc.’s 6.875% Senior Secured Notes
due 2030
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed August 18, 2023
(File No. 001-32833)
4.8
Indenture, dated as of November 28, 2023,
among TransDigm Inc., as issuer, TransDigm
Group Incorporated, as a guarantor, the
subsidiary guarantors party thereto, The Bank
of New York Mellon Trust Company, N.A., as
trustee and US collateral agent, and The Bank
of New York Mellon, as UK collateral agent,
relating to TransDigm Inc.’s 7.125% Senior
Secured Notes due 2031
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed November 28,
2023 (File No. 001-32833)
84

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
4.9
Indenture, dated as of February 27, 2024,
among TransDigm Inc., as issuer, TransDigm
Group Incorporated, as a guarantor, the
subsidiary guarantors party thereto, The Bank
of New York Mellon Trust Company, N.A., as
trustee and US collateral agent, and The Bank
of New York Mellon, as UK collateral agent,
relating to TransDigm Inc.’s 6.375% Senior
Secured Notes due 2029
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed February 28,
2024 (File No. 001-32833)
4.10
Indenture, dated as of February 27, 2024,
among TransDigm Inc., as issuer, TransDigm
Group Incorporated, as a guarantor, the
subsidiary guarantors party thereto, The Bank
of New York Mellon Trust Company, N.A., as
trustee and US collateral agent, and The Bank
of New York Mellon, as UK collateral agent,
relating to TransDigm Inc.’s 6.625% Senior
Secured Notes due 2032
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed February 28,
2024 (File No. 001-32833)
4.11
First Supplemental Indenture, dated as of
March 22, 2024, among TransDigm Inc., as
issuer, TransDigm Group Incorporated, as a
guarantor, the subsidiary guarantors party
thereto, The Bank of New York Mellon Trust
Company, N.A., as trustee and US collateral
agent, and The Bank of New York Mellon, as
UK collateral agent, to the Indenture, dated as
of February 27, 2024, among TransDigm Inc.,
as issuer, TransDigm Group Incorporated, as a
guarantor, the subsidiary guarantors party
thereto, The Bank of New York Mellon Trust
Company, N.A., as trustee and US collateral
agent, and The Bank of New York Mellon, as
UK collateral agent, relating to TransDigm
Inc.’s additional 6.375% Senior Secured Notes
due 2029
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed March 22, 2024
(File No. 001-32833)
4.12
Indenture, dated as of September 19, 2024,
among TransDigm Inc., as issuer, TransDigm
Group Incorporated, as a guarantor, the
subsidiary guarantors party thereto, The Bank
of New York Mellon Trust Company, N.A., as
trustee and US collateral agent, and The Bank
of New York Mellon, as UK collateral agent,
relating to TransDigm Inc.’s 6.000% Senior
Secured Notes due 2033
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed September 20,
2024 (File No. 001-32833)
4.13
Form of Supplemental Indenture to Add New
Guarantors
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 19,
2019 (File No. 001-32833)
85

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
4.14
Form of TransDigm Inc.’s 5.50% Senior
Subordinated Notes due 2027
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed November 13,
2019 (File No. 001-32833)
4.15
Form of TransDigm Inc.’s 4.625% Senior
Subordinated Notes due 2029
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed January 20,
2021 (File No. 001-32833)
4.16
Form of TransDigm Inc.’s 4.875% Senior
Subordinated Notes due 2029
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed April 21, 2021
(File No. 001-32833)
4.17
Form of TransDigm Inc.’s 6.75% Senior
Secured Notes due 2028
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed February 24,
2023 (File No. 001-32833)
4.18
Form of TransDigm Inc.’s 6.875% Senior
Secured Notes due 2030
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed August 18, 2023
(File No. 001-32833)
4.19
Form of TransDigm Inc.’s 7.125% Senior
Secured Notes due 2031
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed November 28,
2023 (File No. 001-32833)
4.20
Form of TransDigm Inc.’s 6.375% Senior
Secured Notes due 2029
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed February 28,
2024 (File No. 001-32833)
4.21
Form of TransDigm Inc.’s 6.625% Senior
Secured Notes due 2032
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed February 28,
2024 (File No. 001-32833)
4.22
Form of TransDigm Inc.’s additional 6.375%
Senior Secured Notes due 2029
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed March 22, 2024
(File No. 001-32833)
4.23
Form of TransDigm Inc.’s 6.00% Senior
Secured Notes due 2033
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed September 20,
2024 (File No. 001-32833)
4.24
Description of Securities
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 19,
2019 (File No. 001-32833)
10.1
Option Agreement dated August 6, 2021
between the Company and W. Nicholas
Howley*
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed August 10, 2021
(File No. 001-32833)
10.2
Second Amended and Restated Employment
Agreement, dated April 26, 2018, between
TransDigm Group Incorporated and Kevin
Stein*
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed April 30, 2018
(File No. 001-32833)
10.3
Amendment to Second Amended and Restated
Employment Agreement, dated February 6,
2024, between TransDigm Group Incorporated
and Kevin Stein*
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 8,
2024 (File No. 001-32833)
86

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
10.4
Amended and Restated Employment
Agreement, dated July 26, 2023, between
TransDigm Group Incorporated and Michael
Lisman*
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 9,
2023 (File No. 001-32833)
10.5
Employment Agreement, dated October 28,
2013, between TransDigm Group Incorporated
and Jorge Valladares*
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed October 29,
2013 (File No. 001-32833)
10.6
Form of Amendment to Employment
Agreement, dated October 2015, between
TransDigm Group Incorporated and Jorge
Valladares*
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed October 27,
2015 (File No. 001-32833)
10.7
Second Amendment to Employment
Agreement, dated July 30, 2018, between
TransDigm Group Incorporated and Jorge
Valladares*
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed August 3, 2018
(File No. 001-32833)
10.8
Amendment to Employment Agreement, dated
November 16, 2021, between TransDigm
Group Incorporated and Jorge Valladares*
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 16,
2021 (File No. 001-32833)
10.9
Amended and Restated Employment
Agreement, dated July 26, 2023, between
TransDigm Group Incorporated and Joel Reiss*
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 9,
2023 (File No. 001-32833)
10.10
Amended and Restated Employment
Agreement, dated July 26, 2023, between
TransDigm Group Incorporated and Sarah
Wynne*
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 9,
2023 (File No. 001-32833)
10.11
Employment Agreement, dated February 6,
2023, between TransDigm Group Incorporated
and Jessica Warren*
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed May 9, 2023
(File No. 001-32833)
10.12
TransDigm Group Incorporated 2006 Stock
Incentive Plan*
Incorporated by reference to Amendment No. 3
to TransDigm Group Incorporated’s Form S-1,
filed March 13, 2006 (File No. 333-130483)
10.13
Amendment No. 1, dated October 20, 2006, to
the TransDigm Group Incorporated 2006 Stock
Incentive Plan*
Incorporated by reference to Amendment No. 1
to TransDigm Inc.’s and TransDigm Group
Incorporated’s Form S-4, filed November 7,
2006 (File No. 333-137937)
10.14
Second Amendment to TransDigm Group
Incorporated 2006 Stock Incentive Plan, dated
April 25, 2008*
Incorporated by reference to TransDigm Group
Incorporated’s Schedule 14A, filed June 6,
2008 (File No. 001-32833)
10.15
Amended and Restated TransDigm Group
Incorporated 2014 Stock Option Plan*
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 7, 2019
(File No. 001-32833)
10.16
TransDigm Group Incorporated 2019 Stock
Option Plan*
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed October 4, 2019
(File No. 001-32833)
87

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
10.17
TransDigm Group Incorporated 2019 Stock
Option Plan Dividend Equivalent Plan*
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 9,
2023 (File No. 001-32833)
10.18
TransDigm Group Incorporated 2016 Director
Share Plan*
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 10,
2016 (File No. 001-32833)
10.19
Form of Stock Option Agreement for options
awarded in fiscal 2020*
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 19,
2019 (File No. 001-32833)
10.20
Form of Stock Option Agreement for options
awarded in fiscal 2021*
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 12,
2020 (File No. 001-32833)
10.21
Form of Stock Option Agreement for options
awarded in fiscal 2022*
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 16,
2021 (File No. 001-32833)
10.22
Form of Stock Option Agreement for options
awarded in fiscal 2023*
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 10,
2022 (File No. 001-32833)
10.23
Form of Stock Option Grant Notice and
Agreement for executive officers under the
TransDigm Group Incorporated 2019 Stock
Option Plan (or TransDigm Group Incorporated
2014 Stock Option Plan) for options awarded in
fiscal 2024*
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 9,
2023 (File No. 001-32833)
10.24
Form of Stock Option Grant Notice and
Agreement for directors under the TransDigm
Group Incorporated 2019 Stock Option Plan for
options awarded in fiscal 2024*
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 9,
2023 (File No. 001-32833)
10.25
Form of Stock Option Grant Notice and
Agreement for executive officers under the
TransDigm Group Incorporated 2019 Stock
Option Plan for options awarded in fiscal 2025*
Filed Herewith
10.26
Form of Stock Option Grant Notice and
Agreement for directors under the TransDigm
Group Incorporated 2019 Stock Option Plan for
options awarded in fiscal 2025*
Filed Herewith
10.27
Fourth Amended and Restated TransDigm
Group Incorporated 2006 Stock Incentive Plan
Dividend Equivalent Plan*
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
10.28
Amendment to Fourth Amended and Restated
TransDigm Group Incorporated 2006 Stock
Incentive Plan Dividend Equivalent Plan*
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 10,
2022 (File No. 001-32833)
10.29
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 August 9, 2022
(File No. 001-32833)
88

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
10.30
Amendment to Amended and Restated
TransDigm Group Incorporated 2014 Stock
Option Plan Dividend Equivalent Plan*
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 10,
2022 (File No. 001-32833)
10.31
Form of Amendment to Director Options to
Effect Changes in Dividend Equivalent
Payment Method*
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 9, 2022
(File No. 001-32833)
10.32
Amendment and Restatement Agreement, and
Second Amendment and Restated Credit
Agreement, dated as of June 4, 2014, among
TransDigm Inc., TransDigm Group
Incorporated, the subsidiaries of TransDigm
Inc. from time to time party thereto, the lenders
party thereto, as lenders, and Credit Suisse AG,
as administrative agent
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed June 6, 2014
(File No. 001-32833)
10.33
Incremental Assumption and Refinancing
Facility Agreement, dated as of May 14, 2015,
among TransDigm Inc., TransDigm Group
Incorporated, the subsidiary guarantors party
thereto, Credit Suisse AG, as administrative
agent and collateral agent, and the other agents
and lenders named therein
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed May 19, 2015
(File No. 001-32833)
10.34
Loan Modification Agreement, dated as of
May 20, 2015, among TransDigm Inc.,
TransDigm Group Incorporated, the subsidiary
guarantors party thereto, Credit Suisse AG, as
administrative agent and collateral agent, and
the other agents and lenders party thereto
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed May 27, 2015
(File No. 001-32833)
10.35
Incremental Revolving Credit Assumption and
Refinancing Facility Agreement, dated as of
May 20, 2015, among TransDigm Inc.,
TransDigm Group Incorporated, the subsidiary
guarantors party thereto, Credit Suisse AG, as
administrative agent and collateral agent and
the other agents and lenders party thereto
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed May 27, 2015
(File No. 001-32833)
10.36
Incremental Term Loan Assumption Agreement
dated October 14, 2016 among TransDigm Inc.,
TransDigm Group Incorporated, the
subsidiaries of TransDigm Inc. party thereto,
the lenders party thereto and Credit Suisse AG,
as administrative and collateral agent
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed October 14,
2016 (File No. 001-32833)
10.37
Amendment No. 2 to the Second Amended and
Restated Credit Agreement, dated as of
March 6, 2017, among TransDigm Inc., as
borrower, TransDigm Group Incorporated, as
guarantor, the subsidiary guarantors party
thereto, Credit Suisse AG, as administrative
agent and collateral agent, and the other agents
and lenders named therein
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed March 8, 2017
(File No. 001-32833)
89

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
10.38
Amendment No. 3 to the Second Amended and
Restated Credit Agreement, dated as of
August 22, 2017, among TransDigm Inc., as
borrower, TransDigm Group Incorporated, as
guarantor, the subsidiary guarantors party
thereto, Credit Suisse AG, as administrative
agent and collateral agent, and the other agents
and lenders named therein
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed August 24, 2017
(File No. 001-32833)
10.39
Amendment No. 4 to the Second Amended and
Restated Credit Agreement, dated as of
November 30, 2017, among TransDigm Inc., as
borrower, TransDigm Group Incorporated, as
guarantor, the subsidiary guarantors party
thereto, Credit Suisse AG, as administrative
agent and collateral agent, and the other agents
and lenders named therein
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed December 6,
2017 (File No. 001-32833)
10.40
Refinancing Facility Agreement to the Second
Amended and Restated Credit Agreement,
dated as of February 22, 2018, among
TransDigm Inc., as borrower, TransDigm
Group Incorporated, as guarantor, the
subsidiary guarantors party thereto, Credit
Suisse AG, as administrative agent and
collateral agent, and the other agents and
lenders named therein
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed February 22,
2018 (File No. 001-32833)
10.41
Amendment No. 5, Incremental Assumption
Agreement and Refinancing Facility
Agreement, dated as of May 30, 2018, relating
to the Second Amended and Restated Credit
Agreement, dated as of June 4, 2014, among
TransDigm Inc., TransDigm Group
Incorporated, each subsidiary of TransDigm
Inc. party thereto, the lenders party thereto, and
Credit Suisse AG, as administrative agent and
collateral agent for the lenders
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed May 31, 2018
(File No. 001-32833)
10.42
Amendment No. 6 and Incremental Revolving
Credit Assumption Agreement, dated as of
March 14, 2019, to the Second Amended and
Restated Credit Agreement, dated as of June 4,
2014, among TransDigm Inc., TransDigm
Group Incorporated, each subsidiary of
TransDigm Inc. party thereto, the lenders party
thereto, and Credit Suisse AG, as administrative
agent and collateral agent for the lenders
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed March 14, 2019
(File No. 001-32833)
90

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
10.43
Amendment No. 7 and Refinancing Facility
Agreement, dated as of February 6, 2020, to the
Second Amended and Restated Credit
Agreement, dated as of June 4, 2014, among
TransDigm Inc., TransDigm Group
Incorporated, each subsidiary of TransDigm
Inc. party thereto, the lenders party thereto, and
Credit Suisse AG, as administrative agent and
collateral agent for the lenders
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed February 6,
2020 (File No. 001-32833)
10.44
Amendment No. 8 and Loan Modification
Agreement, dated as of May 24, 2021, to the
Second Amended and Restated Credit
Agreement, dated as of June 4, 2014, among
TransDigm Inc., TransDigm Group
Incorporated, each subsidiary of TransDigm
Inc. party thereto, the lenders party thereto, and
Credit Suisse AG, as administrative agent and
collateral agent for the lenders
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed May 25, 2021
(File No. 001-32833)
10.45
Amendment No. 9 and Incremental Revolving
Credit Assumption Agreement, dated as of
December 29, 2021, to the Second Amended
and Restated Credit Agreement, dated as of
June 4, 2014, among TransDigm Inc.,
TransDigm Group Incorporated, each
subsidiary of TransDigm Inc. party thereto, the
lenders party thereto, and Credit Suisse AG, as
administrative agent and collateral agent for the
lenders
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed December 30,
2021 (File No. 001-32833)
10.46
Amendment No. 10, Loan Modification
Agreement and Refinancing Facility
Agreement, dated December 14, 2022, to the
Second Amended and Restated Credit
Agreement, dated June 4, 2014, among
TransDigm Inc., TransDigm Group
Incorporated, each subsidiary of TransDigm
Inc. party thereto, the lenders party thereto, and
Goldman Sachs Bank USA, as administrative
agent and collateral agent (as successor to
Credit Suisse AG) for the lenders
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed December 14,
2022 (File No. 001-32833)
10.47
Amendment No. 11, Loan Modification
Agreement and Refinancing Facility
Agreement, dated February 24, 2023, to the
Second Amended and Restated Credit
Agreement, dated June 4, 2014, among
TransDigm Inc., TransDigm Group
Incorporated, each subsidiary of TransDigm
Inc. party thereto, the lenders party thereto, and
Goldman Sachs Bank USA, as administrative
agent and collateral agent for the lenders**
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed February 24,
2023 (File No. 001-32833)
91

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
10.48
Amendment No. 12 to the Second Amended
and Restated Credit Agreement, dated June 16,
2023, to the Second Amended and Restated
Credit Agreement, dated June 4, 2014, among
TransDigm Inc., TransDigm Group
Incorporated, each subsidiary of TransDigm
Inc. party thereto, the lenders party thereto, and
Goldman Sachs Bank USA, as administrative
agent and collateral agent for the lenders**
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
10.49
Amendment No. 13 and Incremental Term
Loan Assumption Agreement, dated
November 28, 2023, to the Second Amended
and Restated Credit Agreement, dated June 4,
2014, among TransDigm Inc., TransDigm
Group Incorporated, each subsidiary of
TransDigm Inc. party thereto, the lenders party
thereto, and Goldman Sachs Bank USA, as
administrative agent and collateral agent for the
lenders**
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed November 28,
2023 (File No. 001-32833)
10.50
Amendment No. 14 and Incremental Revolving
Credit Assumption Agreement, dated
February 27, 2024, to the Second Amended and
Restated Credit Agreement, dated June 4, 2014,
among TransDigm Inc., TransDigm Group
Incorporated, each subsidiary of TransDigm
Inc. party thereto, the lenders party thereto, and
Goldman Sachs Bank USA, as administrative
agent and collateral agent for the lenders**
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed February 28,
2024 (File No. 001-32833)
10.51
Amendment No. 15, Loan Modification
Agreement and Refinancing Facility
Agreement, dated March 22, 2024, relating to
the Second Amended and Restated Credit
Agreement, dated June 4, 2014, among
TransDigm Inc., TransDigm Group
Incorporated, each subsidiary of TransDigm
Inc. party thereto, the lenders party thereto, and
Goldman Sachs Bank USA, as administrative
agent and collateral agent for the lenders and
Amendment, dated March 22, 2024, relating to
the Guarantee and Collateral Agreement, dated
June 23, 2006, among TransDigm Inc.,
TransDigm Group Incorporated, each
subsidiary of TransDigm Inc. party thereto, the
lenders party thereto, and Goldman Sachs Bank
USA, as administrative agent and collateral
agent for the lenders**
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed March 22, 2024
(File No. 001-32833)
92

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
10.52
Amendment No. 16, Loan Modification
Agreement and Refinancing Facility
Agreement, dated June 4, 2024, to the Second
Amended and Restated Credit Agreement,
dated June 4, 2014, among TransDigm Inc.,
TransDigm Group Incorporated, each
subsidiary of TransDigm Inc. party thereto, the
lenders party thereto, and Goldman Sachs Bank
USA, as administrative agent and collateral
agent for the lenders**
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed June 4, 2024
(File No. 001-32833)
10.53
Amendment No. 17 and Incremental Revolving
Credit Assumption Agreement, dated
September 19, 2024, to the Second Amended
and Restated Credit Agreement, dated June 4,
2014, among TransDigm Inc., TransDigm
Group Incorporated, each subsidiary of
TransDigm Inc. party thereto, the lenders party
thereto, and Goldman Sachs Bank USA, as
administrative agent and collateral agent for the
lenders**
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed September 20,
2024 (File No. 001-32833)
10.54
Guarantee and Collateral Agreement, dated as
of June 23, 2006, as amended and restated as of
December 6, 2010, as further amended and
restated as of February 14, 2011 and
February 28, 2013, among TransDigm Inc.,
TransDigm Group Incorporated, the
subsidiaries of TransDigm Inc. named therein
and Credit Suisse AG as administrative agent
and collateral agent
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed March 6, 2013
(File No. 001-32833)
10.55
Receivables Purchase Agreement, dated
October 21, 2013, among TransDigm
Receivables LLC, TransDigm Inc., PNC Bank,
National Association as a Purchaser and a
Purchaser Agent, the various other Purchasers
and Purchaser Agents from time to time party
thereto, and PNC National Association as
Administrator**
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed February 5,
2014 (File No. 001-32833)
10.56
First Amendment to the Receivables Purchase
Agreement, dated March 25, 2014, among
TransDigm Receivables LLC, TransDigm Inc.,
PNC Bank, National Association as a
Purchaser, Purchaser Agent for its Purchaser
Group and as Administrator
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 13,
2015 (File No. 001-32833)
93

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
10.57
Second Amendment to the Receivables
Purchase Agreement, dated August 8, 2014,
among TransDigm Receivables LLC,
TransDigm Inc., PNC Bank, National
Association, as a Committed Purchaser, as a
Purchaser Agent for its Purchaser Group and
Administrator, and Credit Agricole Corporate
and Investment Bank, as a Committed
Purchaser and as a Purchase Agent for its
Purchaser Group
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 13,
2015 (File No. 001-32833)
10.58
Third Amendment to the Receivables Purchase
Agreement, dated March 20, 2015, among
TransDigm Receivables LLC, TransDigm Inc.,
PNC Bank, National Association, as a
Committed Purchaser, as a Purchaser Agent for
its Purchaser Group and Administrator, Atlantic
Asset Securitization LLC, as a Conduit
Purchaser, and Credit Agricole Corporate and
Investment Bank, as a Committed Purchaser
and as a Purchase Agent for its and Atlantic’s
Purchaser Group
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 13,
2015 (File No. 001-32833)
10.59
Fourth Amendment to the Receivables Purchase
Agreement dated as of August 4, 2015, among
TransDigm Receivables LLC, TransDigm Inc.,
PNC Bank, National Association, as a
Committed Purchaser, as a Purchaser Agent for
its Purchaser Group and Administrator, Atlantic
Asset Securitization LLC, as a Conduit
Purchaser, and Credit Agricole Corporate and
Investment Bank, as a Committed Purchaser
and as a Purchaser Agent for its and Atlantic’s
Purchaser Group**
Incorporated by reference to TransDigm Group
Incorporated’s Form 8-K, filed August 7, 2015
(File No. 001-32833)
10.60
Ninth Amendment to the Receivables Purchase
Agreement dated as of August 1, 2017, among
TransDigm Receivables LLC, TransDigm Inc.,
PNC Bank, National Association, as a
Committed Purchaser, as Purchaser Agent for
its Purchaser Group and as Administrator,
Atlantic Asset Securitization LLC, as a Conduit
Purchaser, Credit Agricole Corporate and
Investment Bank, as a Committed Purchaser
and as a Purchaser Agent for its and Atlantic’s
Purchaser Group, and Fifth Third Bank, as a
Committed Purchaser and as Purchaser Agent
for its Purchaser Group**
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 13,
2017 (File No. 001-32833)
94

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
10.61
Tenth Amendment to the Receivables Purchase
Agreement dated as of July 31, 2018, among
TransDigm Receivables LLC, TransDigm Inc.,
PNC Bank, National Association, as a
Committed Purchaser, as Purchaser Agent for
its Purchaser Group and as Administrator,
Atlantic Asset Securitization LLC, as a Conduit
Purchaser, Credit Agricole Corporate and
Investment Bank, as a Committed Purchaser
and as a Purchaser Agent for its and Atlantic’s
Purchaser Group, and Fifth Third Bank, as a
Committed Purchaser and as Purchaser Agent
for its Purchaser Group**
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2018
(File No. 001-32833)
10.62
Eleventh Amendment to the Receivables
Purchase Agreement dated as of July 30, 2019,
among TransDigm Receivables LLC,
TransDigm Inc., PNC Bank, National
Association, as a Committed Purchaser, as
Purchaser Agent for its Purchaser Group and as
Administrator, Atlantic Asset Securitization
LLC, as a Conduit Purchaser, Credit Agricole
Corporate and Investment Bank, as a
Committed Purchaser and as a Purchaser Agent
for its and Atlantic’s Purchaser Group, and
Fifth Third Bank, as a Committed Purchaser
and as Purchaser Agent for its Purchaser
Group**
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 19,
2019 (File No. 001-32833)
10.63
Twelfth Amendment to the Receivables
Purchase Agreement dated as of July 22, 2020,
among TransDigm Receivables LLC,
TransDigm Inc., PNC Bank, National
Association, as a Committed Purchaser, as
Purchaser Agent for its Purchaser Group and as
Administrator, Atlantic Asset Securitization
LLC, as a Conduit Purchaser, Credit Agricole
Corporate and Investment Bank, as a
Committed Purchaser and as a Purchaser Agent
for its and Atlantic’s Purchaser Group, and
Fifth Third Bank, as a Committed Purchaser
and as Purchaser Agent for its Purchaser
Group**
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 12,
2020 (File No. 001-32833)
95

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
10.64
Thirteenth Amendment to the Receivables
Purchase Agreement dated as of July 26, 2021,
among TransDigm Receivables LLC,
TransDigm Inc., PNC Bank, National
Association, as a Committed Purchaser, as
Purchaser Agent for its Purchaser Group and as
Administrator, and Fifth Third Bank, as a
Committed Purchaser and as Purchaser Agent
for its Purchaser Group**
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 16,
2021 (File No. 001-32833)
10.65
Fourteenth Amendment to the Receivables
Purchase Agreement dated as of July 25, 2022,
among TransDigm Receivables LLC,
TransDigm Inc., PNC Bank, National
Association, as a Committed Purchaser, as
Purchaser Agent for its Purchaser Group and as
Administrator, and Fifth Third Bank, as a
Committed Purchaser and as Purchaser Agent
for its Purchaser Group**
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 10,
2022 (File No. 001-32833)
10.66
Fifteenth Amendment to the Receivables
Purchase Agreement dated as of July 25, 2023,
among TransDigm Receivables LLC,
TransDigm Inc., PNC Bank, National
Association, as a Committed Purchaser, as
Purchaser Agent for its Purchaser Group and as
Administrator, and Wells Fargo Bank, National
Association, as a Committed Purchaser and as
Purchaser Agent for its Purchaser Group**
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 8, 2023
(File No. 001-32833)
10.67
Sixteenth Amendment to the Receivables
Purchase Agreement dated as of May 28, 2024,
among TransDigm Receivables LLC,
TransDigm Inc., PNC Bank, National
Association, as a Committed Purchaser, as
Purchaser Agent for its Purchaser Group and as
Administrator, and Wells Fargo Bank, National
Association, as a Committed Purchaser and as
Purchaser Agent for its Purchaser Group**
Filed Herewith
10.68
Seventeenth Amendment to the Receivables
Purchase Agreement dated as of July 12, 2024,
among TransDigm Receivables LLC,
TransDigm Inc., PNC Bank, National
Association, as a Committed Purchaser, as
Purchaser Agent for its Purchaser Group and as
Administrator, and Wells Fargo Bank, National
Association, as a Committed Purchaser and as
Purchaser Agent for its Purchaser Group**
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q, filed August 6, 2024
(File No. 001-32833)
19.1
TransDigm Group Incorporated Amended and
Restated Insider Trading and Confidentiality
Policy Statement*
Filed Herewith
96

Exhibit No.
Description
Filed Herewith or Incorporated by Reference From
21.1
Subsidiaries of TransDigm Group Incorporated
Filed Herewith
22.1
Listing of Subsidiary Guarantors
Filed Herewith
23.1
Consent of Independent Registered Public
Accounting Firm
Filed Herewith
31.1
Certification by Principal Executive Officer of
TransDigm Group Incorporated pursuant to
Rule 13a-14(a) or 15d-14(a) of the Securities
Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
Filed Herewith
31.2
Certification by Principal Financial Officer of
TransDigm Group Incorporated pursuant to
Rule 13a-14(a) or 15d-14(a) of the Securities
Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
Filed Herewith
32.1
Certification by Principal Executive Officer of
TransDigm Group Incorporated pursuant to 18
U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Furnished Herewith
32.2
Certification by Principal Financial Officer of
TransDigm Group Incorporated pursuant to 18
U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Furnished Herewith
97
TransDigm Group Incorporated Compensation
Clawback Policy, dated October 2, 2023*
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-K, filed November 9,
2023 (File No. 001-32833)
101.INS
Inline XBRL Instance Document: The XBRL
Instance Document does not appear in the
Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document
Filed Herewith
101.SCH
Inline XBRL Taxonomy Extension Schema
Filed Herewith
101.CAL
Inline XBRL Taxonomy Extension Calculation
Linkbase
Filed Herewith
101.DEF
Inline XBRL Taxonomy Extension Definition
Linkbase
Filed Herewith
101.LAB
Inline XBRL Taxonomy Extension Label
Linkbase
Filed Herewith
101.PRE
Inline XBRL Taxonomy Extension Presentation
Linkbase
Filed Herewith
104
Cover Page Interactive Data File: the cover
page XBRL tags are embedded within the
Inline XBRL document and are contained
within Exhibit 101
Filed Herewith
*
Indicates management contract or compensatory plan contract or arrangement.
**
Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish on a
supplemental basis a copy of any omitted schedule or exhibit upon request by the Securities and Exchange Commission.
97

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on
November 7, 2024.
TRANSDIGM GROUP INCORPORATED
By:
/s/
Sarah Wynne
Name:
Sarah Wynne
Title:
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the
following persons on behalf of the registrant and in the capacities and as of the dates indicated.
Signature
Title
Date
/s/
Kevin Stein
Kevin Stein
President, Chief Executive Officer
and Director
(Principal Executive Officer)
November 7, 2024
/s/
Sarah Wynne
Sarah Wynne
Chief Financial Officer
(Principal Financial Officer)
November 7, 2024
/s/
W. Nicholas Howley
W. Nicholas Howley
Chairman
November 7, 2024
/s/
David A. Barr
David A. Barr
Director
November 7, 2024
/s/
Jane M. Cronin
Jane M. Cronin
Director
November 7, 2024
/s/
Michael Graff
Michael Graff
Director
November 7, 2024
/s/
Sean P. Hennessy
Sean P. Hennessy
Director
November 7, 2024
/s/
Gary E. McCullough
Gary E. McCullough
Director
November 7, 2024
/s/
Michele L. Santana
Michele L. Santana
Director
November 7, 2024
/s/
Robert J. Small
Robert J. Small
Lead Independent Director
November 7, 2024
/s/
Jorge L. Valladares III
Jorge L. Valladares III
Director
November 7, 2024
98

TRANSDIGM GROUP INCORPORATED AND SUBSIDIARIES
ANNUAL REPORT ON FORM 10-K:
FISCAL YEAR ENDED SEPTEMBER 30, 2024
ITEM 8 AND ITEM 15(a) (1)
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX
Page
Financial Statements:
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP, PCAOB ID: 42) . .
F-1
Consolidated Balance Sheets as of September 30, 2024 and 2023 . . . . . . . . . . . . . . . . . . . . . . . . .
F-3
Consolidated Statements of Income for Fiscal Years Ended September 30, 2024, 2023 and
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-4
Consolidated Statements of Comprehensive Income for Fiscal Years Ended September 30, 2024,
2023 and 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-5
Consolidated Statements of Changes in Stockholders’ Deficit for Fiscal Years Ended
September 30, 2024, 2023 and 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-6
Consolidated Statements of Cash Flows for Fiscal Years Ended September 30, 2024, 2023 and
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-7
Notes to Consolidated Financial Statements for Fiscal Years Ended September 30, 2024, 2023
and 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8 to F-51
Supplementary Data:
Valuation and Qualifying Accounts for the Fiscal Years Ended September 30, 2024, 2023 and
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-52
99

[THIS PAGE INTENTIONALLY LEFT BLANK]

Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
TransDigm Group Incorporated
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of TransDigm Group Incorporated (the
“Company”) as of September 30, 2024 and 2023, the related consolidated statements of income, comprehensive
income, changes in stockholders’ deficit and cash flows for each of the three fiscal years in the period ended
September 30, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)
(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company at September 30, 2024
and 2023, and the results of its operations and its cash flows for each of the three fiscal years in the period ended
September 30, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (“PCAOB”), the Company’s internal control over financial reporting as of September 30, 2024,
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 7, 2024
expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the
risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of
the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the
financial statements that was communicated or required to be communicated to the audit committee and that:
(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in
any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
F-1

Valuation of goodwill
Description
of the
Matter
As disclosed in Note 8, the Company had goodwill of $10.4 billion at September 30, 2024. 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
company may also elect to bypass the qualitative assessment and perform a quantitative test for
any or all reporting units. The Company performed a quantitative assessment on the goodwill 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 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 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 certain assumptions selected by management in the determination of the fair
values of certain of the 14 reporting units. We compared the significant assumptions used by
management to current industry and economic trends, recent historical performance, and other
relevant factors. We performed sensitivity analyses of significant assumptions to evaluate the
changes in fair values that would result from changes in the assumptions.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2004.
Cleveland, Ohio
November 7, 2024
F-2

TRANSDIGM GROUP INCORPORATED
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2024 AND 2023
(Amounts in millions, except share amounts)
2024
2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 6,261
$ 3,472
Trade accounts receivable—Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,381
1,230
Inventories—Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,876
1,616
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
511
420
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,029
6,738
PROPERTY, PLANT AND EQUIPMENT—NET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,488
1,255
GOODWILL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,419
8,988
OTHER INTANGIBLE ASSETS—NET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,446
2,747
OTHER NON-CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
204
242
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$25,586
$19,970
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
98
$
71
Short-term borrowings—trade receivable securitization facility . . . . . . . . . . . . . . . . . . .
486
349
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
323
305
Dividends payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,216
—
Accrued and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,216
854
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,339
1,579
LONG-TERM DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24,296
19,330
DEFERRED INCOME TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
766
627
OTHER NON-CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
468
412
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31,869
21,948
TD GROUP STOCKHOLDERS’ DEFICIT:
Common stock—$.01 par value; authorized 224,400,000 shares; issued 61,904,833 and
60,995,513 at September 30, 2024 and September 30, 2023, respectively . . . . . . . . . .
1
1
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,819
2,440
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7,362)
(2,621)
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(42)
(98)
Treasury stock, at cost; 5,688,639 shares at September 30, 2024 and September 30,
2023, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,706)
(1,706)
Total TD Group stockholders’ deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6,290)
(1,984)
NONCONTROLLING INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
6
Total stockholders’ deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6,283)
(1,978)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT . . . . . . . . . . . . . . . . . . . . . . . . .
$25,586
$19,970
See notes to consolidated financial statements
F-3

TRANSDIGM GROUP INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in millions, except per share amounts)
Fiscal Years Ended September 30,
2024
2023
2022
NET SALES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
7,940
$
6,585
$
5,429
COST OF SALES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,268
2,743
2,330
GROSS PROFIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,672
3,842
3,099
SELLING AND ADMINISTRATIVE EXPENSES . . . . . . . . . . . . . . . . . . . . .
980
780
748
AMORTIZATION OF INTANGIBLE ASSETS . . . . . . . . . . . . . . . . . . . . . . . .
161
139
136
INCOME FROM OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,531
2,923
2,215
INTEREST EXPENSE—NET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,286
1,164
1,076
REFINANCING COSTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
56
1
OTHER (INCOME) EXPENSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(28)
(13)
11
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME
TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,215
1,716
1,127
INCOME TAX PROVISION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
500
417
261
INCOME FROM CONTINUING OPERATIONS . . . . . . . . . . . . . . . . . . . . . .
1,715
1,299
866
INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX . . . . . . .
—
—
1
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,715
1,299
867
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING
INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1)
(1)
(1)
NET INCOME ATTRIBUTABLE TO TD GROUP . . . . . . . . . . . . . . . . . . . . .
$
1,714
$
1,298
$
866
NET INCOME APPLICABLE TO TD GROUP COMMON
STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,481
$
1,260
$
780
Earnings per share attributable to TD Group common stockholders:
Earnings per share from continuing operations—basic and diluted . . . . .
$
25.62
$
22.03
$
13.38
Earnings per share from discontinued operations—basic and diluted . . . .
—
—
0.02
Earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
25.62
$
22.03
$
13.40
Cash dividends declared per common share . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 110.00
$
—
$
18.50
Weighted-average shares outstanding:
Basic and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57.8
57.2
58.2
See notes to consolidated financial statements
F-4

TRANSDIGM GROUP INCORPORATED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in millions)
Fiscal Years Ended
September 30,
2024
2023
2022
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,715
$1,299
$
867
Less: Net income attributable to noncontrolling interests . . . . . . . . . . . . . . . .
(1)
(1)
(1)
Net income attributable to TD Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,714
$1,298
$
866
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
181
137
(379)
Unrealized (losses) gains on derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(124)
20
352
Pension and post-retirement benefit plans adjustment . . . . . . . . . . . . . . . . . . .
(1)
12
8
Other comprehensive income (loss), net of tax, attributable to TD
Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56
169
(19)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO TD GROUP . . . .
$1,770
$1,467
$
847
See notes to consolidated financial statements
F-5

TRANSDIGM GROUP INCORPORATED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(Amounts in millions, except share amounts)
TD Group Stockholders
Common Stock
Additional
Paid-In
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Treasury Stock
Number
of
Shares
Par
Value
Number
of
Shares
Value
Non
controlling
Interests
Total
BALANCE—September 30, 2021 . . . . . .
59,403,100 $
1
$1,830
$(3,705)
$(248)
(4,198,226) $ (794)
$
6
$(2,910)
Changes in noncontrolling interest of
consolidated subsidiaries, net . . . . . . . .
—
—
—
—
—
—
—
1
1
Special dividends ($18.50 per share) and
vested dividend equivalents declared . . .
—
—
—
(1,045)
—
—
—
—
(1,045)
Accrued unvested dividend equivalents
and other . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
(30)
—
—
—
—
(30)
Compensation expense recognized for
employee stock options . . . . . . . . . . . .
—
—
151
—
—
—
—
—
151
Stock-based compensation activity . . . . .
646,585
—
132
—
—
—
—
—
132
Stock repurchases under repurchase
program . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
—
(1,490,413)
(912)
—
(912)
Net income attributable to TD Group . . .
—
—
—
866
—
—
—
—
866
Foreign currency translation adjustment,
net of tax . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
(379)
—
—
—
(379)
Unrealized gain on derivatives, net of
tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
352
—
—
—
352
Pension and post-retirement benefit plans
adjustment, net of tax . . . . . . . . . . . . . .
—
—
—
—
8
—
—
—
8
BALANCE—September 30, 2022 . . . . . .
60,049,685 $
1
$2,113
$(3,914)
$(267)
(5,688,639) $(1,706)
$
7
$(3,766)
Changes in noncontrolling interest of
consolidated subsidiaries, net . . . . . . . .
—
—
—
—
—
—
—
(1)
(1)
Accrued unvested dividend equivalents
and other . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
(5)
—
—
—
—
(5)
Compensation expense recognized for
employee stock options . . . . . . . . . . . .
—
—
112
—
—
—
—
—
112
Stock-based compensation activity . . . . .
945,828
—
215
—
—
—
—
—
215
Net income attributable to TD Group . . .
—
—
—
1,298
—
—
—
—
1,298
Foreign currency translation adjustment,
net of tax . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
137
—
—
—
137
Unrealized gain on derivatives, net of
tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
20
—
—
—
20
Pension and post-retirement benefit plans
adjustment, net of tax . . . . . . . . . . . . . .
—
—
—
—
12
—
—
—
12
BALANCE—September 30, 2023 . . . . . .
60,995,513 $
1
$2,440
$(2,621)
$ (98)
(5,688,639) $(1,706)
$
6
$(1,978)
Changes in noncontrolling interest of
consolidated subsidiaries, net . . . . . . . .
—
—
—
—
—
—
—
1
1
Special dividends ($35.00 and $75.00 per
share) and vested dividend equivalents
declared . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
(6,368)
—
—
—
—
(6,368)
Accrued unvested dividend equivalents
and other . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
(87)
—
—
—
—
(87)
Compensation expense recognized for
employee stock options . . . . . . . . . . . .
—
—
134
—
—
—
—
—
134
Stock-based compensation activity . . . . .
909,320
—
245
—
—
—
—
—
245
Net income attributable to TD Group . . .
—
—
—
1,714
—
—
—
—
1,714
Foreign currency translation adjustment,
net of tax . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
181
—
—
—
181
Unrealized loss on derivatives, net of tax . .
—
—
—
—
(124)
—
—
—
(124)
Pension and post-retirement benefit plans
adjustment, net of tax . . . . . . . . . . . . . .
—
—
—
—
(1)
—
—
—
(1)
BALANCE—September 30, 2024 . . . . . .
61,904,833 $
1
$2,819
$(7,362)
$ (42)
(5,688,639) $(1,706)
$
7
$(6,283)
See notes to consolidated financial statements
F-6

TRANSDIGM GROUP INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in millions)
Fiscal Years Ended September 30,
2024
2023
2022
OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,715
$ 1,299
$
867
Income from discontinued operations, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(1)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
149
129
116
Amortization of intangible assets and product certification costs . . . . . . . . . . . . . . . .
163
139
137
Amortization of debt issuance costs, original issue discount and premium . . . . . . . .
40
41
34
Amortization of inventory step-up . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
2
3
Amortization of loss contract reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(35)
(34)
(39)
Refinancing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
56
1
Gain on sale of businesses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(11)
—
(7)
Non-cash stock and deferred compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . .
217
157
184
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
3
(22)
Foreign currency exchange losses (gains) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
14
(40)
(Gain) loss on settlement of the Esterline Retirement Plan (the “ERP”) . . . . . . . . . . .
—
(9)
22
Cash refund (contribution) for the ERP settlement, net . . . . . . . . . . . . . . . . . . . . . . . .
—
9
(16)
Changes in assets/liabilities, net of effects from acquisitions and sales of businesses:
Trade accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(84)
(212)
(190)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(104)
(261)
(134)
Income taxes (receivable) payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(62)
168
58
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(60)
(44)
(56)
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(11)
12
58
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
(45)
(21)
Accrued and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(41)
(49)
(6)
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,045
1,375
948
INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(165)
(139)
(119)
Acquisition of businesses, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,347)
(762)
(437)
Other investing transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71
1
3
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,441)
(900)
(553)
FINANCING ACTIVITIES:
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
245
215
132
Dividends and dividend equivalent payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,038)
(38)
(1,091)
Repurchases of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(912)
Proceeds from issuance of senior secured notes, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,373
3,504
—
Repayments of senior secured notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4,400)
(1,122)
—
Repayments of senior subordinated notes, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(550)
(1,459)
—
Repayment on revolving credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(200)
Proceeds from trade receivable securitization facility, net . . . . . . . . . . . . . . . . . . . . . . . . .
137
—
—
Proceeds from term loans, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,815
6,238
—
Repayment on term loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4,403)
(7,334)
(75)
Financing costs and other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8)
(20)
(2)
Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,171
(16)
(2,148)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS . . . .
14
12
(33)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . .
2,789
471
(1,786)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . . . .
3,472
3,001
4,787
CASH AND CASH EQUIVALENTS, END OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 6,261
$ 3,472
$ 3,001
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,158
$ 1,160
$ 1,057
Cash paid during the period for income taxes, net of refunds . . . . . . . . . . . . . . . . . . . . . . .
$
539
$
260
$
220
See notes to consolidated financial statements
F-7

TRANSDIGM GROUP INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS ENDED SEPTEMBER 30, 2024, 2023 AND 2022
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General Information
TransDigm Group Incorporated (“TD Group”), through its wholly-owned subsidiary, TransDigm Inc., is a
leading global designer, producer and supplier of highly engineered aircraft components that are critical to the
safe and effective operation of nearly all commercial and military aircraft worldwide. Our products are
represented in nearly every commercial and military aircraft in service today. TransDigm Inc., along with
TransDigm Inc.’s direct and indirect wholly-owned operating subsidiaries (collectively, with TD Group, the
“Company” or “TransDigm”), offers a broad range of proprietary aerospace products. TD Group has no
significant assets or operations other than its 100% ownership of TransDigm Inc. TD Group’s common stock is
listed on the New York Stock Exchange, or the NYSE, under the trading symbol “TDG.”
As used in this Annual Report on Form 10-K, unless the context otherwise requires, the terms “Company”,
“TD Group”, “TransDigm”, “we,” “our” or “us” refer to TransDigm Group Incorporated and its subsidiaries.
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements were prepared in conformity with U.S. GAAP and
include the accounts of TD Group and subsidiaries. Intercompany balances and transactions have been
eliminated. Certain reclassifications to the consolidated financial statements and notes have been made to the
prior year amounts to conform to the current year presentation, none of which are material.
Estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition—The Company recognizes revenue from contracts with customers using the five step
model prescribed in ASC 606. A substantial portion of the Company’s revenue is recorded at a point in time
basis. Revenue is recognized from the sale of products or services when obligations under the terms of the
contract are satisfied and control of promised goods or services have transferred to the customer. Control is
transferred when the customer has the ability to direct the use of and obtain benefits from the goods or services.
Revenue is measured at the amount of consideration the Company expects to be paid in exchange for goods or
services. Refer to Note 3, “Revenue Recognition,” for further information.
Shipping and Handling Costs—Shipping and handling costs are included in cost of sales in the
consolidated statements of income.
Research and Development Costs—The Company expenses research and development costs as incurred
and classifies such amounts in selling and administrative expenses. The expense recognized for research and
development costs for the fiscal years ended September 30, 2024, 2023 and 2022 was approximately
$107 million, $105 million, and $95 million, respectively.
Cash Equivalents—The Company considers all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents. Cash equivalents are recorded at cost, which approximates fair
value.
F-8

Allowance for Credit Losses—The Company’s allowance for credit losses is the allowance for uncollectible
accounts. The allowance for uncollectible accounts reduces the trade accounts receivable balance to the estimated
net realizable value equal to the amount that is expected to be collected. The Company’s method for developing
its allowance for credit losses is based on historical write-off experience, the aging of receivables, an assessment
of the creditworthiness of customers, economic conditions and other external market information. The allowance
also incorporates a provision for the estimated impact of disputes with customers. All provisions for allowances
for uncollectible accounts are included in selling and administrative expenses. The determination of the amount
of the allowance for uncollectible accounts is subject to judgment and estimation by management and is also
assessed individually at each operating unit by the operating unit’s management team. If circumstances change or
economic conditions deteriorate or improve, the allowance for uncollectible accounts could increase or decrease.
Refer to Note 5, “Trade Accounts Receivable,” for further information.
Inventories—Inventories are stated at the lower of cost or net realizable value. Cost of inventories is
generally determined by the average actual cost and the first-in, first-out (“FIFO”) methods and includes
material, labor and overhead related to the manufacturing process. Provision for potentially obsolete or slow-
moving inventory is made based on management’s analysis of inventory levels, historical usage and future sales
forecasts. Refer to Note 6, “Inventories,” for further information.
Property, Plant and Equipment—Property, plant and equipment are stated at cost and include
improvements which significantly increase capacities or extend the useful lives of existing plant and equipment.
Depreciation is computed using the straight-line method over the following general estimated useful lives: land
improvements from 10 to 20 years, buildings and improvements from 5 to 30 years, machinery and equipment
from 2 to 10 years and furniture and fixtures from 3 to 10 years. Certain exceptions do apply in which an asset
will have an estimated useful life outside of the range listed above dependent on, among other things, the nature
and condition of the asset. Net gains or losses related to asset dispositions are recognized in earnings in the
period in which dispositions occur. Routine maintenance, repairs and replacements are expensed as incurred.
Amortization expense of assets accounted for as finance leases is included within depreciation expense.
Property, plant and equipment is assessed for potential impairment whenever indicators of impairment are
present by determining whether the carrying value of the property can be recovered through projected,
undiscounted cash flows from future operations over the property’s remaining estimated useful life. Any
impairment recognized is the amount by which the carrying amount exceeds the fair value of the asset. Fair value
is measured based on quoted market prices in active markets, if available. If quoted market prices are not
available, the estimate of fair value is based on various valuation techniques, including the discounted value of
estimated future cash flows. No material impairments of long-lived assets were recorded in fiscal 2024, 2023 or
2022. Refer to Note 7, “Property, Plant and Equipment,” for further information.
Financial Instruments—Interest rate swap, cap and collar agreements are used to manage interest rate risk
associated with floating rate borrowings under our Credit Agreement. These agreements involve the receipt of
floating rate amounts in exchange for fixed rate interest payments over the term of the agreements without an
exchange of the underlying principal amount. The agreements utilized by the Company effectively modify the
Company’s exposure to interest rate risk by converting a portion of the Company’s floating rate debt to a fixed
rate basis from the effective date through the maturity date of the respective interest rate swap, cap and collar
agreements, thereby reducing the impact of interest rate movements on future interest expense. These derivative
instruments qualify as effective cash flow hedges under U.S. GAAP.
The Company transacts business in various foreign currencies, which subjects the Company’s cash flows
and results of operations to exposure related to changes in foreign currency exchange rates. These exposures arise
primarily from purchases or sales of products and services from third parties. 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.
F-9

For the interest rate swap, cap and collar agreements and the foreign currency forward contracts designated
as cash flow hedges, the effective portion of the gain or loss from the financial instruments is reported as a
component of accumulated other comprehensive loss in stockholders’ deficit and subsequently reclassified into
earnings in the same line as the hedged item in the same period or periods during which the hedged item affected
earnings. As the interest rate swap, cap and collar agreements are used to manage interest rate risk, any gains or
losses from the derivative instruments that are reclassified into earnings are recognized in interest expense-net in
the consolidated statements of income. As the foreign currency forward exchange contracts are used to manage
foreign currency exposure primarily arising from sales to third parties, any gains or losses from the derivative
instruments that are reclassified into earnings are recognized in net sales in the consolidated statements of
income. The cash flows from settled contracts are recognized in net cash provided by operating activities in the
consolidated statements of cash flows. Refer to Note 19, “Derivatives and Hedging Activities,” for further
information.
Business Combinations—In accordance with ASC 805, “Business Combinations,” the Company uses the
acquisition method of accounting to allocate costs of acquired businesses to the assets acquired and liabilities
assumed based on their estimated fair values at the dates of acquisition. The excess costs of acquired businesses
over the fair values of the assets acquired and liabilities assumed were recognized as goodwill. The valuations of
the acquired assets and liabilities assumed will impact the determination of future operating results. Determining
the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the
use of estimates and assumptions which may be significant, including assumptions with respect to future cash
inflows and outflows, revenue growth rates and EBITDA margins, discount rates, customer attrition rates, royalty
rates, asset lives and market multiples, among other items. These assumptions are forward looking and could be
affected by future economic and market conditions. We determine the fair values of intangible assets acquired
generally in consultation with third-party valuation advisors. Fair value adjustments to the Company’s assets and
liabilities are recognized and the results of operations of the acquired business are included in our consolidated
financial statements from the effective date of the merger or acquisition. Intangible assets other than goodwill are
recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the
intangible asset can be sold, transferred, licensed or exchanged, regardless of the Company’s intent to do so.
Goodwill is the excess of the purchase price paid over the estimated fair value of the net assets of a business
acquired. Other intangible assets consist of identifiable intangibles acquired or recognized in accounting for the
acquisitions (trademarks, trade names, technology, customer relationships, order backlog and other intangible
assets). Goodwill and intangible assets that have indefinite useful lives (i.e., trademarks and trade names) are
subject to annual impairment testing. Management determines fair value using a discounted future cash flow
analysis or other accepted valuation techniques.
Goodwill and Other Intangible Assets—The Company performs an annual impairment test for goodwill
and other intangible assets as of the first day of the fourth fiscal quarter of each year, or more frequently, if an
event occurs or circumstances change that would more likely than not reduce fair value below carrying value.
We may elect to perform a qualitative assessment that considers economic, industry and company-specific
factors for all or selected reporting units. If, after completing this assessment, it is determined that it is more-
likely-than-not that the fair value of a reporting unit is less than its carrying value, we proceed to a quantitative
test. We may also elect to perform a quantitative test instead of a qualitative assessment for any or all of our
reporting units. In this application, the definition of “more-likely-than-not” is interpreted as a likelihood of more
than 50%. For the quantitative test, management determines the estimated fair value through the use of a
discounted cash flow valuation model incorporating discount rates commensurate with the risks involved for
each reporting unit. If the estimated fair value is less than the current carrying value, impairment of goodwill of
the reporting unit may exist. The assumptions used in the discounted cash flow valuation model for impairment
testing includes discount rates, revenue growth rates and EBITDA margins, cash flow projections and terminal
value rates. Discount rates are set by using the weighted average cost of capital (“WACC”) methodology.
F-10

U.S. GAAP requires that the annual, and any interim, impairment assessment be performed at the reporting
unit level. Our reporting units have been identified at the operating unit level, which is one level below our
operating segments. Substantially all goodwill was determined and recognized for each reporting unit pursuant to
the accounting for the merger or acquisition as of the date of each transaction. With respect to acquisitions
integrated into an existing reporting unit, any acquired goodwill is combined with the goodwill of the reporting
unit.
The impairment test for indefinite lived intangible assets consists of a comparison between their fair values
and carrying values. If the carrying amounts of intangible assets that have indefinite useful lives exceed their fair
values, an impairment loss will be recognized in an amount equal to the sum of any such excesses.
The Company had 50 reporting units with goodwill and 47 reporting units with indefinite-lived intangible
assets as of the first day of the fourth quarter of fiscal 2024, the date of the annual impairment test. The Company
identified 14 reporting units to test for impairment using a quantitative test for both goodwill and indefinite-lived
intangible assets. Of the 14 reporting units selected for quantitative testing, six reporting units primarily were
either a recent acquisition or met certain criteria determined by management. For the remaining eight reporting
units, the Company elected to bypass the qualitative analysis and perform a quantitative test considering the
length of time since the last determination of baseline fair values. The estimated fair values of each of these
reporting units and other indefinite-lived intangible assets were in excess of their respective carrying values.
Sensitivity analyses were performed around certain of these assumptions in order to assess the reasonableness of
the assumptions and the resulting estimated fair values. As a result of the impairment testing performed as of the
first day of the fourth quarter, no indefinite-lived intangible assets or goodwill was determined to be impaired. As
economic and market conditions have not changed significantly since the first day of the fourth quarter, this
conclusion remains appropriate as of September 30, 2024.
The Company assesses the recoverability of its amortizable intangible assets only when indicators of
impairment are present by determining whether the carrying value can be recovered through projected,
undiscounted cash flows from future operations over their remaining lives. Amortization of amortizable
intangible assets is computed using the straight-line method over the following general estimated useful lives:
technology from 20 to 22 years, order backlog from 1 to 3 years, customer relationships over 20 years and other
intangible assets over 20 years. No indicators of impairment on the amortizable intangible assets were identified
in fiscal 2024, 2023 or 2022.
Stock-Based Compensation—The Company records stock-based compensation expense using the Black-
Scholes pricing model based on certain valuation assumptions. Compensation expense is recorded over the
vesting periods of the stock options, adjusted for expected forfeitures. The Company has classified stock-based
compensation primarily within selling and administrative expenses to correspond with the classification of
employees that receive stock option grants. The Company also evaluates any subsequent changes to the
respective option holders terms under the modification rules of ASC 718. If determined to be a modification, the
Black-Scholes pricing model is updated as of the date of the modification resulting in a cumulative catch up to
expense, if necessary. Refer to Note 16, “Stock-Based Compensation,” for further information.
Income Taxes—The provision for income taxes is calculated using the asset and liability method. Under the
asset and liability method, deferred income taxes are recognized for the tax effect of temporary differences
between the financial statement carrying amount of assets and liabilities and the amounts used for income tax
purposes and for certain changes in valuation allowances. Valuation allowances are recorded to reduce certain
deferred tax assets when, in our estimation, it is more likely than not that a tax benefit will not be realized. We
recognize uncertain tax positions when we have determined it is more likely than not that a tax position will be
sustained upon examination. However, new information may become available, or applicable laws or regulations
may change, thereby resulting in a favorable or unfavorable adjustment to amounts recorded. Taxes related to
Global Intangible Low-Taxed Income (“GILTI”) are treated as a current period expense when incurred. Refer to
Note 12, “Income Taxes,” for further information.
F-11

Comprehensive Income (Loss)—The term “comprehensive income (loss)” represents the change in
stockholders’ equity (deficit) from transactions and other events and circumstances resulting from
non-stockholder sources. The Company’s accumulated other comprehensive income or loss, consisting
principally of fair value adjustments to its interest rate swap, cap and collar agreements (net of tax), cumulative
foreign currency translation adjustments and pension liability adjustments (net of tax), is reported separately in
the accompanying consolidated statements of comprehensive income.
Foreign Currency Translation and Transactions—The assets and liabilities of subsidiaries located outside
the United States are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates.
Revenue and expense items are translated at the average monthly exchange rates prevailing during the period.
Gains and losses resulting from foreign currency transactions are recognized currently in income and those
resulting from translation of financial statements, including gains and losses from certain intercompany
transactions, are accumulated as a separate component of other comprehensive income (loss) for the period.
Foreign currency losses or (gains) recognized in cost of sales on the consolidated statements of income from
changes in exchange rates were $20 million, $14 million and $(40) million for the fiscal years ended
September 30, 2024, 2023 and 2022, respectively.
Earnings per Share—Earnings per share information is determined using the two-class method, which
includes the weighted-average number of common shares outstanding during the period and other securities that
participate in cash dividends (“participating securities”). Our vested stock options are considered “participating
securities” because they include non-forfeitable rights to cash dividends. In applying the two-class method,
earnings are allocated to both common shares and participating securities based on their respective weighted-
average shares outstanding for the period. Diluted earnings per share information may include the additional
effect of other securities, if dilutive, in which case the dilutive effect of such securities is calculated using the
treasury stock method. Contingently issuable shares are not included in earnings per share until the period in
which the contingency is satisfied. Refer to Note 4, “Earnings Per Share,” for further information.
New Accounting Pronouncements Issued
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to
Reportable Segment Disclosures.” ASU 2023-07 expands disclosures about a public business entity’s reportable
segments and provides for more detailed information about a reportable segment’s expenses. Additionally, ASU
2023-07 requires all segment profit or loss and assets disclosures to be provided on an annual and interim basis.
This standard is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal
years beginning one year later. Early adoption is permitted. The Company is currently evaluating this standard to
determine its impact on our disclosures.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income
Tax Disclosures,” which requires a public business entity to disclose specific categories in its annual effective tax
rate reconciliation and disaggregated information about significant reconciling items by jurisdiction and by
nature. The ASU also requires entities to disclose their income tax payments (net of refunds) to international,
federal, and state and local jurisdictions. The standard makes several other changes to income tax disclosure
requirements. This standard is effective for annual periods beginning after December 15, 2024, and requires
prospective application with the option to apply it retrospectively. Early adoption is permitted. The Company is
currently evaluating this standard to determine its impact on our disclosures.
2.
ACQUISITIONS
Raptor Scientific—On July 31, 2024, the Company acquired all the outstanding stock of Raptor Scientific
for approximately $647 million in cash. The acquisition was financed through existing cash on hand. Raptor
Scientific is a leading global manufacturer of complex test and measurement solutions primarily serving the
aerospace and defense end markets. Its products are highly engineered, proprietary components with significant
F-12

aftermarket content and a strong presence across major aerospace and defense platforms. The operating results of
Raptor Scientific are included within TransDigm’s Airframe segment.
As of September 30, 2024, the measurement period (not to exceed one year) is open; therefore, the assets
acquired and liabilities assumed related to the acquisition of Raptor Scientific are subject to adjustment until the
end of the respective measurement period.
The Company accounted for the acquisition of Raptor Scientific using the acquisition method of accounting
and included the results of operations of the acquisition in its consolidated financial statements from the effective
date of the acquisition. The purchase price was allocated to identifiable assets and liabilities based on information
available at the date of acquisition. The allocation of the purchase price is preliminary and will likely change in
future periods, perhaps materially, as fair value estimates of the assets acquired, particularly intangible assets and
liabilities assumed are finalized. Pro forma net sales and results of operations for the acquisition, had it occurred
at the beginning of the fiscal years ended September 30, 2024 or September 30, 2023 are not material and,
accordingly, are not provided.
The allocation of the estimated fair value of assets acquired and liabilities assumed in the acquisition of
Raptor Scientific as of the July 31, 2024 acquisition date is summarized in the table below (in millions):
Assets acquired (excluding cash):
Trade accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
9
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . .
2
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
426 (1)
Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
197 (1)
Other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Total assets acquired (excluding cash) . . . . . . . . . . . . . . . . . . . . .
665
Liabilities assumed:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Accrued and other current liabilities . . . . . . . . . . . . . . . . . . .
13
Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
4
Total liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
Net assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$647
(1)
Based on the preliminary allocation of the net assets acquired, all of the approximately $426 million of
goodwill and $197 million of other intangible assets recognized for the acquisition is expected to be
deductible for tax purposes.
CPI’s Electron Device Business—On June 6, 2024, the Company acquired all the outstanding stock of the
Electron Device Business of Communications & Power Industries (“CPI’s Electron Device Business”) for
approximately $1,385 million in cash. The acquisition was financed through existing cash on hand, inclusive of a
portion of the cash proceeds from the new long-term debt issued during the first quarter of fiscal 2024 (refer to
Note 10, “Debt,” for further disclosure of the aforementioned debt issuances). CPI’s Electron Device Business is
a leading global manufacturer of electronic components and subsystems primarily serving the aerospace and
defense market. Its products are highly engineered, proprietary components with significant aftermarket content
and a strong presence across major aerospace and defense platforms. The operating results of CPI’s Electron
Device Business are included within TransDigm’s Power & Control segment.
F-13

As of September 30, 2024, the measurement period (not to exceed one year) is open; therefore, the assets
acquired and liabilities assumed related to the acquisition of CPI’s Electron Device Business are subject to
adjustment until the end of the respective measurement period, including those related to deferred taxes and
income taxes.
The Company accounted for the acquisition of CPI’s Electron Device Business using the acquisition method
of accounting and a third-party valuation appraisal and included the results of operations of the acquisition in its
consolidated financial statements from the effective date of the acquisition. The total purchase price was
allocated to identifiable assets and liabilities based upon the respective fair value at the date of acquisition. The
Company utilized both the cost and market approaches to value property, plant and equipment, which consider
external transactions and other comparable transactions, estimated replacement and reproduction costs, and
estimated useful lives and consideration for physical, functional and economic obsolescence. The fair values of
acquired intangibles are determined based on an income approach, using estimates and assumptions that are
deemed reasonable by the Company. Certain assumptions include the discount rates and other assumptions that
form the basis of the forecasted results of the acquired business including revenue, earnings before interest, taxes,
depreciation and amortization (“EBITDA”), growth rates, royalty rates and technology obsolescence rates. These
assumptions are forward looking and could be affected by future economic and market conditions.
Pro forma net sales and results of operations for the acquisition, had it occurred at the beginning of the fiscal
years ended September 30, 2024 or September 30, 2023 are not material and, accordingly, are not provided.
The allocation of the estimated fair value of assets acquired and liabilities assumed in the acquisition of
CPI’s Electron Device Business as of the June 6, 2024 acquisition date is summarized in the table below (in
millions):
Preliminary
Allocation
Measurement Period
Adjustments (2)
Adjusted Preliminary
Allocation
Assets acquired (excluding cash):
Trade accounts receivable . . . . . . . . . . .
$
40
$—
$
40
Inventories . . . . . . . . . . . . . . . . . . . . . . .
81
(1)
80
Prepaid expenses and other . . . . . . . . . .
64
—
64
Property, plant and equipment . . . . . . . .
137
32
169
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . .
844
(97)
747 (1)
Other intangible assets . . . . . . . . . . . . . .
368
141
509 (1)
Other non-current assets . . . . . . . . . . . . .
15
(14)
1
Total assets acquired (excluding cash) . . . . . .
1,549
61
1,610
Liabilities assumed:
Accounts payable . . . . . . . . . . . . . . . . . .
18
(1)
17
Accrued and other current liabilities . . .
45
17
62
Deferred income taxes . . . . . . . . . . . . . .
89
55
144
Other non-current liabilities . . . . . . . . . .
12
(10)
2
Total liabilities assumed . . . . . . . . . . . . . . . . .
164
61
225
Net assets acquired . . . . . . . . . . . . . . . . . . . .
$1,385
$—
$1,385
(1)
None of the approximately $747 million of goodwill and $509 million of other intangible assets recognized
for the acquisition is expected to be deductible for tax purposes.
(2)
Measurement period adjustments primarily related to the adjustments in the fair values of the acquired
property, plant and equipment and other intangible assets from the third-party valuation and related impact
on deferred income taxes. The offset to the measurement period adjustments was to goodwill.
F-14

SEI Industries LTD—On May 21, 2024, the Company acquired all the outstanding stock of SEI Industries
LTD (“SEI”) for approximately $171 million in cash, which included a working capital settlement of $1 million.
The acquisition was financed through existing cash on hand. SEI, located in Delta, British Columbia, Canada, is
a leading provider of highly engineered products for aerial firefighting and other liquid transportation solutions,
such as remote refueling, for both the commercial and defense aerospace end markets. The products are primarily
proprietary with significant aftermarket content. SEI’s operating results are presented within TransDigm’s
Airframe segment.
As of September 30, 2024, the measurement period (not to exceed one year) is open; therefore, the assets
acquired and liabilities assumed related to the acquisition of SEI are subject to adjustment until the end of the
respective measurement period.
The Company accounted for the SEI acquisition using the acquisition method of accounting and a third-
party valuation appraisal and included the results of operations of the acquisition in its consolidated financial
statements from the effective date of the acquisition. The total purchase price was allocated to identifiable assets
and liabilities based upon the respective fair value at the date of acquisition. The fair values of acquired
intangibles are determined based on an income approach, using estimates and assumptions that are deemed
reasonable by the Company. Certain assumptions include the discount rates and other assumptions that form the
basis of the forecasted results of the acquired business including revenue, EBITDA, growth rates, royalty rates
and technology obsolescence rates. These assumptions are forward looking and could be affected by future
economic and market conditions.
Pro forma net sales and results of operations for the acquisition, had it occurred at the beginning of the fiscal
years ended September 30, 2024 or September 30, 2023 are not material and, accordingly, are not provided.
The allocation of the estimated fair value of assets acquired and liabilities assumed in the SEI acquisition as
of the May 21, 2024 acquisition date is summarized in the table below (in millions):
Preliminary
Allocation
Measurement Period
Adjustments (2)
Adjusted Preliminary
Allocation
Assets acquired (excluding cash):
Trade accounts receivable . . . . . . . . . . .
$
2
$
2
$
4
Inventories . . . . . . . . . . . . . . . . . . . . . . .
11
—
11
Prepaid expenses and other . . . . . . . . . .
—
1
1
Property, plant and equipment . . . . . . . .
1
—
1
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . .
109
(6)
103 (1)
Other intangible assets . . . . . . . . . . . . . .
68
7
75 (1)
Total assets acquired (excluding cash) . . . . . .
191
4
195
Liabilities assumed:
Accounts payable . . . . . . . . . . . . . . . . . .
1
1
2
Accrued and other current liabilities . . .
1
—
1
Deferred income taxes . . . . . . . . . . . . . .
19
2
21
Total liabilities assumed . . . . . . . . . . . . . . . . .
21
3
24
Net assets acquired . . . . . . . . . . . . . . . . . . . .
$170
$
1
$171
(1)
None of the approximately $103 million of goodwill and $75 million of other intangible assets recognized
for the acquisition is expected to be deductible for tax purposes.
(2)
Measurement period adjustments primarily related to the adjustments in the fair values of the other
intangible assets from the third-party valuation. The offset to the measurement period adjustments was to
goodwill.
F-15

FPT Industries LLC—On March 1, 2024, the Company acquired all the outstanding stock of FPT
Industries LLC (“FPT”) for approximately $57 million in cash. The acquisition was financed through existing
cash on hand. FPT, which has facilities in the United Kingdom and Alabama, designs and manufactures an
extensive range of specialist fuel tanks and flotation systems for both the commercial and defense aerospace end
markets. The products are primarily proprietary with significant aftermarket content. FPT’s operating results are
presented within TransDigm’s Airframe segment.
The Company accounted for the FPT acquisition using the acquisition method of accounting and included
the results of operations of the acquisition in its consolidated financial statements from the effective date of the
acquisition. As of September 30, 2024, the measurement period (not to exceed one year) is open; therefore, the
assets acquired and liabilities assumed related to the acquisition of FPT are subject to adjustment until the end of
the respective measurement period. The Company expects that $9 million of the approximately $34 million of
goodwill recognized for the acquisition will be deductible for tax purposes over 15 years. The Company expects
that none of the approximately $19 million of other intangible assets recognized for the acquisition will be
deductible for tax purposes.
Pro forma net sales and results of operations for the acquisition, had it occurred at the beginning of the fiscal
years ended September 30, 2024 or September 30, 2023 are not material and, accordingly, are not provided.
Calspan Corporation—On May 8, 2023, the Company acquired all the outstanding stock of Calspan
Corporation (“Calspan”) for approximately $730 million in cash, which includes a $1 million working capital
settlement paid in the first quarter of fiscal 2024. The acquisition was financed through existing cash on hand.
Calspan is a leading independent provider of proprietary highly engineered testing and technology development
services and systems primarily for the aerospace and defense industry. Calspan’s state of the art transonic wind
tunnel is used across a range of important aftermarket-focused development activities for both the commercial
and defense aerospace end markets. The services and systems are primarily proprietary with significant
aftermarket content. Calspan’s operating results are included within TransDigm’s Airframe segment.
The Company accounted for the Calspan acquisition using the acquisition method of accounting and
third-party valuation appraisals and included the results of operations of the acquisition in its consolidated
financial statements from the effective date of the acquisition. The total purchase price of Calspan was allocated
to the underlying assets acquired and liabilities assumed based upon the respective fair value at the date of
acquisition. To the extent the purchase price exceeded the fair value of the net identifiable tangible and intangible
assets acquired, such excess was allocated to goodwill.
The Company utilized both the cost and market approaches to value property, plant and equipment, which
consider external transactions and other comparable transactions, estimated replacement and reproduction costs,
and estimated useful lives and consideration for physical, functional and economic obsolescence. The fair values
of acquired intangibles are determined based on an income approach, using estimates and assumptions that are
deemed reasonable by the Company. Significant assumptions include the discount rates and certain assumptions
that form the basis of the forecasted results of the acquired business including revenue, EBITDA, growth rates,
royalty rates and technology obsolescence rates. These assumptions are forward looking and could be affected by
future economic and market conditions.
Pro forma net sales and results of operations for the Calspan acquisition had it occurred at the beginning of
the fiscal year ended September 30, 2023 are not material and, accordingly, are not provided.
F-16

The final allocation of the fair value of assets acquired and liabilities assumed in the Calspan acquisition as
of the May 8, 2023 acquisition date, as well as measurement period adjustments recorded within the permissible
one year measurement period, are summarized in the table below (in millions):
Preliminary
Allocation
Measurement Period
Adjustments (2)
Final
Allocation
Assets acquired (excluding cash):
Trade accounts receivable . . . . . . . . . . . . . . . . . . .
$ 39
$ —
$ 39
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
—
2
Prepaid expenses and other . . . . . . . . . . . . . . . . . .
40
(3)
37
Property, plant and equipment . . . . . . . . . . . . . . . .
105
234
339
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
367
(87)
280 (1)
Other intangible assets . . . . . . . . . . . . . . . . . . . . . .
243
(142)
101 (1)
Other non-current assets . . . . . . . . . . . . . . . . . . . . .
7
—
7
Total assets acquired (excluding cash) . . . . . . . . . . . . .
803
2
805
Liabilities assumed:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . .
10
(1)
9
Accrued and other current liabilities . . . . . . . . . . .
50
4
54
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . .
8
(3)
5
Other non-current liabilities . . . . . . . . . . . . . . . . . .
6
1
7
Total liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . .
74
1
75
Net assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$729
$
1
$730
(1)
Of the approximately $280 million of goodwill recognized for the acquisition, the Company expects that
approximately $222 million will be deductible for tax purposes. Of the approximately $101 million of other
intangible assets recognized for the acquisition, the Company expects that approximately $86 million will
be deductible for tax purposes. The goodwill and intangible assets are expected to be deductible over
15 years.
(2)
Measurement period adjustments primarily related to the adjustments in the fair values of the acquired
property, plant and equipment and other intangible assets from the third-party valuation. A substantial
portion of the measurement period adjustments to property, plant and equipment relates to the fair value of
the transonic wind tunnel. The offset to the measurement period adjustments was to goodwill.
The fiscal 2024 acquisitions of Raptor Scientific, CPI’s Electron Device Business, SEI and FPT and fiscal
2023 acquisition of Calspan completed by the Company strengthen and expand the Company’s position to
design, produce and supply highly engineered proprietary aerospace components in niche markets with
significant aftermarket content and provide opportunities to create value through the application of our three core
value-driven operating strategy (obtaining profitable new business, continually improving our cost structure, and
providing highly engineered value-added products to customers). The purchase prices paid reflect the current
EBITDA As Defined and cash flows, as well as the future EBITDA As Defined and cash flows expected to be
generated by the businesses, which are driven in most cases by the recurring aftermarket consumption over the
life of a particular aircraft, estimated to be approximately 25 to 30 years. Acquisition transaction-related
expenses in fiscal 2024, 2023 and 2022 totaled approximately $33 million, $6 million and $4 million,
respectively. These costs are included in selling and administrative expenses in the consolidated statements of
income.
Extant Aerospace Acquisitions—For the fiscal year ended September 30, 2024, the Company’s Extant
Aerospace subsidiary, which is included within TransDigm’s Power & Control segment, completed a series of
acquisitions of substantially all of the assets and technical data rights of certain product lines (collectively,
referred to herein as the “Extant Aerospace product line acquisitions”), each meeting the definition of a business,
for a total purchase price of $86 million. The Company accounted for the acquisitions using the acquisition
F-17

method of accounting and included the results of operations of the acquisitions in its consolidated financial
statements from the effective date of each acquisition. The allocation of the purchase price remains preliminary
and will likely change, though not materially, in future periods up to the expiration of the respective one year
measurement period as fair value estimates of the assets acquired and liabilities assumed are finalized. The
Company expects that all of the approximately $39 million of goodwill and $22 million of other intangible assets
recognized for the acquisitions will be deductible for tax purposes over 15 years.
For the fiscal year ended September 30, 2023, the Company’s Extant Aerospace subsidiary, completed a
series of acquisitions of substantially all of the assets and technical data rights of certain product lines, each
meeting the definition of a business, for a total purchase price of $24 million. The Company accounted for the
acquisitions using the acquisition method of accounting and included the results of operations of the acquisitions
in its consolidated financial statements from the effective date of each acquisition. All of the approximately
$12 million of goodwill and $6 million of other intangible assets recognized for the acquisitions is deductible for
tax purposes over 15 years.
Pro forma net sales and results of operations for the Extant Aerospace product line acquisitions, had they
occurred at the beginning of the fiscal years ended September 30, 2024, September 30, 2023 or September 30,
2022 are not material and, accordingly, are not provided.
3.
REVENUE RECOGNITION
TransDigm’s sales are concentrated in the aerospace and defense industry. The Company’s customers
include: distributors of aerospace components, commercial airlines, large commercial transport and regional and
business aircraft original equipment manufacturers (“OEMs”), various armed forces of the U.S. and friendly
foreign governments, defense OEMs, system suppliers, and various other industrial customers.
The Company recognizes revenue from contracts with customers using the five step model prescribed in
ASC 606. A substantial portion of the Company’s revenue is recorded at a point in time basis. Revenue is
recognized from the sale of products or services when obligations under the terms of the contract are satisfied
and control of promised goods or services have transferred to the customer. Control is transferred when the
customer has the ability to direct the use of and obtain benefits from the goods or services. Revenue is measured
at the amount of consideration the Company expects to be paid in exchange for goods or services.
In a limited number of contracts, control transfers to the customer over time, primarily in contracts where
the customer is required to pay for the cost of both the finished and unfinished goods at the time of cancellation
plus a reasonable profit relative to the work performed for products that were customized for the customer.
Therefore, we recognize revenue over time for those agreements that have a right to margin and where the
products being produced have no alternative use.
Based on our production cycle, it is generally expected that goods related to the revenue will be shipped and
billed within twelve months. For revenue recognized over time, we estimate the amount of revenue attributable to
a contract earned at a given point during the production cycle based on certain costs, such as materials and labor
incurred to date, plus the expected profit, which is a cost-to-cost input method.
We consider the contractual consideration payable by the customer and assess variable consideration that
may affect the total transaction price. Variable consideration is included in the estimated transaction price when
there is a basis to reasonably estimate the amount, including whether the estimate should be constrained in order
to avoid a significant reversal of revenue in a future period. These estimates are based on historical experience,
anticipated performance under the terms of the contract and our best judgment at the time.
When contracts are modified to account for changes in contract specifications and requirements, the
Company considers whether the modification either creates new or changes the existing enforceable rights and
F-18

obligations. Contract modifications that are for goods or services that are not distinct from the existing contract,
due to the significant integration with the original good or service provided, are accounted for as if they were part
of that existing contract. The effect of a contract modification to an existing contract on the transaction price and
our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to
revenue on a cumulative catch-up basis. When the modifications include additional performance obligations that
are distinct and at relative stand-alone selling price, they are accounted for as a new contract and performance
obligation, which are recognized prospectively.
The Company’s payment terms vary by the type and location of the customer and the products or services
offered. The Company does not offer any payment terms that would meet the requirements for consideration as a
significant financing component.
Shipping and handling fees and costs incurred in connection with products sold are recorded in cost of sales
in the consolidated statements of income, and are not considered a performance obligation to our customers.
The Company pays sales commissions that relate to contracts for products or services that are satisfied at a
point in time or over a period of one year or less and are expensed as incurred. These costs are reported as a
component of selling and administrative expenses in the consolidated statements of income.
In fiscal 2024, 2023 and 2022, no customer individually accounted for 10% or more of the Company’s net
sales.
Net sales to foreign customers, primarily in Western Europe, Canada and Asia, were $2.9 billion,
$2.3 billion and $1.9 billion during the fiscal years ended September 30, 2024, 2023 and 2022, respectively.
We have elected to adopt the practical expedient to not disclose the aggregate amount of transaction price
allocated to performance obligations that are unsatisfied as of the end of the reporting period for performance
obligations that are part of a contract with an original expected duration of one year or less.
Contract Assets and Liabilities—Contract assets reflect revenue recognized and performance obligations
satisfied in advance of customer billing or reimbursable costs related to a specific contract. Contract liabilities
(Deferred revenue) relate to payments received in advance of the satisfaction of performance under the contract.
We receive payments from customers based on the terms established in our contracts. The following table
summarizes our contract assets and liabilities balances (in millions):
September 30, 2024
September 30, 2023
Contract assets, current (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$270
$191
Contract assets, non-current (2) . . . . . . . . . . . . . . . . . . . . . . . . . .
31
1
Total contract assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
301
192
Contract liabilities, current (3) . . . . . . . . . . . . . . . . . . . . . . . . . .
168
79
Contract liabilities, non-current (4) . . . . . . . . . . . . . . . . . . . . . . .
9
8
Total contract liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
177
87
Net contract assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$124
$105
(1)
Included in prepaid expenses and other on the consolidated balance sheets.
(2)
Included in other non-current assets on the consolidated balance sheets.
(3)
Included in accrued and other current liabilities on the consolidated balance sheets.
(4)
Included in other non-current liabilities on the consolidated balance sheets.
The increase in the Company’s current contract assets at September 30, 2024 compared to September 30,
2023 is primarily due to the acquisitions of CPI’s Electron Device Business and Raptor Scientific and also the
F-19

timing and status of work in process and/or milestones of certain contracts. The increase in non-current contract
assets is attributable to expected customer billing of certain contracts exceeding one year from September 30,
2024. The increase in the Company’s current contract liabilities at September 30, 2024 compared to
September 30, 2023 is primarily due to the acquisitions of CPI’s Electron Device Business and Raptor Scientific
and also receipt of advance payments. For the fiscal year ended September 30, 2024, the revenue recognized that
was included in the contract liability balance at the beginning of the fiscal year was approximately $58 million.
Refer to Note 15, “Segments,” for disclosures related to the disaggregation of revenue.
4.
EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share (in millions, except
per share data) using the two-class method:
Fiscal Years Ended September 30,
2024
2023
2022
Numerator for earnings per share:
Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,715
$1,299
$ 866
Less: Net income attributable to noncontrolling interests . . . . . . . . . . .
(1)
(1)
(1)
Net income from continuing operations attributable to TD Group . . . .
1,714
1,298
865
Less: Dividends declared or paid on participating securities . . . . . . . . .
(233)
(38)
(86)
Income from discontinued operations, net of tax . . . . . . . . . . . . . . . . . .
—
—
1
Net income applicable to TD Group common stockholders—basic and
diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,481
$1,260
$ 780
Denominator for basic and diluted earnings per share under the
two-class method:
Weighted-average common shares outstanding . . . . . . . . . . . . . . . . . . .
55.8
54.9
54.8
Vested options deemed participating securities . . . . . . . . . . . . . . . . . . .
2.0
2.3
3.4
Total shares for basic and diluted earnings per share . . . . . . . . . . . . . . .
57.8
57.2
58.2
Earnings per share from continuing operations—basic and diluted . . .
$25.62
$22.03
$13.38
Earnings per share from discontinued operations—basic and
diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
0.02
Earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$25.62
$22.03
$13.40
5.
TRADE ACCOUNTS RECEIVABLE
Trade accounts receivable consist of the following (in millions):
September 30, 2024
September 30, 2023
Trade accounts receivable—gross . . . . . . . . . . . . . . . . . . . . . . .
$1,413
$1,261
Allowance for uncollectible accounts . . . . . . . . . . . . . . . . . . . .
(32)
(31)
Trade accounts receivable—Net . . . . . . . . . . . . . . . . . . . . . . .
$1,381
$1,230
At September 30, 2024, none of our customers individually accounted for greater than 10% of the
Company’s trade accounts receivable-gross. In addition, approximately 39% of the Company’s trade accounts
receivable-gross was due from entities that operate principally outside of the United States—primarily in
Western Europe, Canada and Asia. Credit is extended based on an evaluation of each customer’s financial
condition and collateral is generally not required.
F-20

Refer to Note 1, “Summary of Significant Accounting Policies,” for additional information regarding the
Company’s allowance for uncollectible accounts.
6.
INVENTORIES
Inventories consist of the following (in millions):
September 30, 2024
September 30, 2023
Raw materials and purchased component parts . . . . . . . . . . . . .
$1,314
$1,144
Work-in-progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
508
455
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
290
226
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,112
1,825
Reserves for excess and obsolete inventory . . . . . . . . . . . . . . .
(236)
(209)
Inventories—Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,876
$1,616
7.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following (in millions):
September 30, 2024
September 30, 2023
Land and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
186
$ 119
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . .
733
567
Machinery, equipment and other . . . . . . . . . . . . . . . . . . . . . . . .
1,445
1,334
Construction-in-progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
141
105
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,505
2,125
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,017)
(870)
Property, plant and equipment—Net . . . . . . . . . . . . . . . . . . .
$ 1,488
$1,255
8.
INTANGIBLE ASSETS
Other intangible assets–net in the consolidated balance sheets consist of the following at September 30 (in
millions):
2024
2023
Gross Carrying
Amount
Accumulated
Amortization
Net
Gross Carrying
Amount
Accumulated
Amortization
Net
Trademarks and trade names . . .
$1,165
$ —
$1,165
$1,019
$ —
$1,019
Technology . . . . . . . . . . . . . . . .
2,510
1,003
1,507
2,124
888
1,236
Order backlog . . . . . . . . . . . . . . .
61
13
48
7
6
1
Customer relationships . . . . . . .
895
175
720
623
136
487
Other . . . . . . . . . . . . . . . . . . . . .
12
6
6
9
5
4
Total . . . . . . . . . . . . . . . . . . . . .
$4,643
$1,197
$3,446
$3,782
$1,035
$2,747
F-21

As disclosed in Note 2, “Acquisitions,” the estimated fair value of the net identifiable tangible and
intangible assets acquired is based on the acquisition method of accounting and is subject to adjustment upon
completion of the third-party valuation for certain acquisitions. Material adjustments may occur. The fair value
of the net identifiable tangible and intangible assets acquired will be finalized within the measurement period
(not to exceed one year). Intangible assets acquired during the fiscal year ended September 30, 2024 are
summarized in the table below (in millions):
Gross Amount
Amortization
Period
Intangible assets not subject to amortization:
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,349
Trademarks and trade names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
142
1,491
Intangible assets subject to amortization:
Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
366
20 years
Order backlog . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56
1 to 3 years
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
258
20 years
680
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,171
Information regarding the amortization expense of amortizable intangible assets is detailed below (in
millions):
Annual Amortization Expense:
Fiscal Years Ended September 30,
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$161
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
139
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
136
Estimated Amortization Expense:
Fiscal Years Ended September 30,
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$196
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
179
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
169
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
164
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
160
F-22

The following is a summary of changes in the carrying value of goodwill by segment for the fiscal years
ended September 30, 2023 and 2024 (in millions):
Power &
Control
Airframe
Non-aviation
Total
Balance at September 30, 2022 . . . . . . . . . . . . . . . . . .
$4,155
$4,393
$ 93
$ 8,641
Goodwill acquired during the period (Note 2) . .
12
244
—
256
Purchase price allocation adjustments . . . . . . . . .
4
3
—
7
Currency translation adjustments and other . . . .
23
61
—
84
Balance at September 30, 2023 . . . . . . . . . . . . . . . . . .
4,194
4,701
93
8,988
Goodwill acquired during the period (Note 2) . .
786
563
—
1,349
Purchase price allocation adjustments (1) . . . . . . .
—
35
—
35
Currency translation adjustments and other . . . .
40
7
—
47
Balance at September 30, 2024 . . . . . . . . . . . . . . . . . .
$5,020
$5,306
$ 93
$10,419
(1)
Primarily related to opening balance sheet adjustments recorded from the fiscal 2023 acquisition of Calspan.
Refer to Note 2, “Acquisitions,” for further information.
9.
ACCRUED AND OTHER CURRENT LIABILITIES
Accrued and other current liabilities consist of the following (in millions):
September 30, 2024
September 30, 2023
Compensation and related benefits . . . . . . . . . . . . . . . . . . . . . .
$ 256
$
217
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
185
125
Dividend equivalent payments, current (Note 16) . . . . . . . . . . .
180
19
Contract liabilities, current (Note 3) . . . . . . . . . . . . . . . . . . . . .
168
79
Income taxes payable, current . . . . . . . . . . . . . . . . . . . . . . . . . .
108
138
Loss contract reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
42
Product warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
28
Environmental and other litigation reserves . . . . . . . . . . . . . . .
27
16
Current operating lease liabilities (Note 17) . . . . . . . . . . . . . . .
19
16
Foreign currency forward exchange contracts (Note 19) . . . . .
1
5
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
186
169
Accrued and other current liabilities . . . . . . . . . . . . . . . . . . .
$1,216
$
854
F-23

10. DEBT
The Company’s debt consists of the following (in millions):
September 30, 2024
Gross
Amount
Debt Issuance
Costs
Original Issue
(Discount)
Premium
Net
Amount
Short-term borrowings—trade receivable
securitization facility . . . . . . . . . . . . . . . . . . . .
$
487
$
(1)
$
—
$
486
Term loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 8,702
$
(25)
$
(35)
$ 8,642
5.50% senior subordinated notes due 2027
(“5.50% 2027 Notes”) . . . . . . . . . . . . . . . . . . .
2,650
(9)
—
2,641
6.75% secured notes due 2028 (“2028 Secured
Notes”) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,100
(15)
(8)
2,077
4.625% senior subordinated notes due 2029
(“4.625% 2029 Notes”) . . . . . . . . . . . . . . . . . .
1,200
(6)
—
1,194
6.375% secured notes due 2029 (“2029 Secured
Notes”) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,750
(22)
(1)
2,727
4.875% senior subordinated notes due 2029
(“4.875% 2029 Notes”) . . . . . . . . . . . . . . . . . .
750
(4)
—
746
6.875% secured notes due 2030 (“2030 Secured
Notes”) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,450
(12)
—
1,438
7.125% secured notes due 2031 (“2031 Secured
Notes”) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,000
(9)
(7)
984
6.625% secured notes due 2032 (“2032 Secured
Notes”) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,200
(20)
—
2,180
6.00% secured notes due 2033 (“2033 Secured
Notes”) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,500
(14)
—
1,486
Government refundable advances . . . . . . . . . . . .
17
—
—
17
Finance lease obligations . . . . . . . . . . . . . . . . . .
262
—
—
262
24,581
(136)
(51)
24,394
Less: current portion . . . . . . . . . . . . . . . . . . . . . .
99
(1)
—
98
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . .
$24,482
$ (135)
$
(51)
$24,296
F-24

September 30, 2023
Gross
Amount
Debt Issuance
Costs
Original Issue
(Discount)
Premium
Net
Amount
Short-term borrowings—trade receivable
securitization facility . . . . . . . . . . . . . . . . . . . .
$
350
$
(1)
$
—
$
349
Term loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 6,249
$
(22)
$
(48)
$ 6,179
6.25% secured notes due 2026 (“2026 Secured
Notes”) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,400
(25)
2
4,377
7.50% senior subordinated notes due 2027
(“7.50% 2027 Notes”) . . . . . . . . . . . . . . . . . . .
550
(2)
—
548
5.50% 2027 Notes . . . . . . . . . . . . . . . . . . . . . . . .
2,650
(12)
—
2,638
2028 Secured Notes . . . . . . . . . . . . . . . . . . . . . .
2,100
(19)
(10)
2,071
4.625% 2029 Notes . . . . . . . . . . . . . . . . . . . . . . .
1,200
(7)
—
1,193
4.875% 2029 Notes . . . . . . . . . . . . . . . . . . . . . . .
750
(5)
—
745
2030 Secured Notes . . . . . . . . . . . . . . . . . . . . . .
1,450
(14)
—
1,436
Government refundable advances . . . . . . . . . . . .
21
—
—
21
Finance lease obligations . . . . . . . . . . . . . . . . . .
193
—
—
193
19,563
(106)
(56)
19,401
Less: current portion . . . . . . . . . . . . . . . . . . . . . .
71
—
—
71
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . .
$19,492
$ (106)
$
(56)
$19,330
First Quarter of Fiscal 2024 Activity
Amendment No. 13 and Incremental Term Loan Assumption Agreement—On November 28, 2023, the
Company entered into Amendment No. 13 and Incremental Term Loan Assumption Agreement (herein,
“Amendment No. 13”) to the Second Amended and Restated Credit Agreement dated as of June 4, 2014 (the
“Credit Agreement”). Under the terms of Amendment No. 13, the Company, among other things, issued
$1,000 million in Tranche J term loans maturing February 28, 2031. The Tranche J term loans bore interest at a
rate of adjusted Term Secured Overnight Financing Rate (“Term SOFR”) plus 3.25%. The Tranche J term loans
were issued at a discount of 0.25%, or approximately $3 million. The Tranche J term loans were fully drawn on
November 28, 2023 and the other terms and conditions that apply to the Tranche J term loans were substantially
the same as the terms and conditions that apply to the term loans immediately prior to Amendment No. 13.
Principal payments commenced on March 31, 2024, in which $3 million was to be paid on a quarterly basis up to
the maturity date.
The Company capitalized $10 million in debt issuance costs associated with the Tranche J term loans during
the fiscal year ended September 30, 2024.
In the third quarter of fiscal 2024, the remaining $997 million of existing Tranche J term loans were
refinanced. Refer to the section below, “Amendment No. 16 Loan Modification Agreement and Refinancing
Facility Agreement” for further information.
Issuance of $1,000 million of Senior Secured Notes due 2031—On November 28, 2023, the Company
entered into a purchase agreement in connection with a private offering of $1,000 million in aggregate principal
amount of 7.125% senior secured notes due 2031 at an issue price of 99.25% of the principal amount, which
represents an approximately $8 million discount. The 2031 Secured Notes were issued pursuant to an indenture,
dated as of November 28, 2023, amongst TransDigm Inc., as issuer, TransDigm Group and the other subsidiaries
of TransDigm Inc. named therein, as guarantors. The 2031 Secured Notes are guaranteed, on a senior secured
basis, by TransDigm Group and each of TransDigm Inc.’s direct and indirect restricted subsidiaries that is a
borrower or guarantor under TransDigm’s senior secured credit facilities or that issues or guarantees any capital
F-25

markets indebtedness of TransDigm or any of the guarantors in an aggregate principal amount of at least
$200 million. The 2031 Secured Notes and guarantees rank equally in right of payment with all of TransDigm’s
and the guarantors’ existing and future senior indebtedness, senior in right of payment to any of TransDigm’s and
the guarantors’ existing and future indebtedness that is, by its terms, expressly subordinated in right of payment
to the 2031 Secured Notes and guarantees, and structurally subordinated to all of the liabilities of TransDigm’s
non-guarantor subsidiaries. The Company used the proceeds of the offering of the 2031 Secured Notes, along
with the proceeds from the Tranche J term loans further described above, together with cash on hand, primarily
to fund the acquisition of CPI’s Electron Device Business completed during the third quarter of fiscal 2024 (see
Note 2, “Acquisitions,” for further information).
The 2031 Secured Notes bear interest at a rate of 7.125% per annum, which accrues from November 28,
2023 and is payable in arrears on June 1st and December 1st of each year, commencing on June 1, 2024. The
2031 Secured Notes mature on December 1, 2031, unless earlier redeemed or repurchased, and are subject to the
terms and conditions set forth in the indenture.
The Company capitalized $10 million in debt issuance costs associated with the 2031 Secured Notes during
the fiscal year ended September 30, 2024.
Second Quarter of Fiscal 2024 Activity
Amendment No. 14 and Incremental Revolving Credit Assumption Agreement—On February 27, 2024,
the Company entered into Amendment No. 14 and Incremental Revolving Credit Assumption Agreement (herein,
“Amendment No. 14”) to the Credit Agreement. Under the terms of Amendment No. 14, the Company, among
other things, refinanced its revolving credit facility to (i) extend the maturity date from May 2026 to February
2029; (ii) increased the total commitments capacity thereunder from $810 million to $910 million; and
(iii) decreased the applicable interest rate to Term SOFR plus 2.25% compared to Term SOFR plus 2.50%
applicable prior to Amendment No. 14. As of September 30, 2024, the borrowings available under the revolving
commitments were $843 million.
The Company capitalized $1 million in debt issuance costs and wrote-off $3 million in unamortized debt
issuance costs associated with Amendment No. 14 during the fiscal year ended September 30, 2024.
Issuance of $4,400 million of Senior Secured Notes due 2029 and 2032—On February 27, 2024, the
Company entered into two separate purchase agreements in connection with private offerings of $2,200 million
in aggregate principal amount of 6.375% senior secured notes due 2029 (the “$2,200 million 2029 Secured
Notes”) at an issue price of 100% of the principal amount and $2,200 million in aggregate principal amount of
6.625% senior secured notes due 2032 (the “2032 Secured Notes”) at an issue price of 100% of the principal
amount. The proceeds were used to repurchase all outstanding 6.25% secured notes due 2026 (the “2026 Secured
Notes”) further described below.
The $2,200 million 2029 Secured Notes and 2032 Secured Notes bear interest at the rate of 6.375% per
annum and 6.625% per annum, respectively, which accrues from February 27, 2024 and is payable in arrears on
March 1st and September 1st of each year, commencing on September 1, 2024. The $2,200 million 2029 Secured
Notes mature on March 1, 2029 and the 2032 Secured Notes mature on March 1, 2032, unless earlier redeemed
or repurchased, and are subject to the terms and conditions set forth in the applicable indenture.
The $2,200 million 2029 Secured Notes and 2032 Secured Notes were issued pursuant to an indenture, dated
as of February 27, 2024 in each case, amongst TransDigm Inc., as issuer, TD Group and the subsidiaries of
TransDigm party thereto, as guarantors. The secured notes are guaranteed, on a senior secured basis, by TD
Group and each of TransDigm’s direct and indirect restricted subsidiaries that is a borrower or guarantor under
TransDigm’s senior secured credit facilities or that issues or guarantees any capital markets indebtedness of
TransDigm or any of the guarantors in an aggregate principal amount of at least $200 million. The secured notes
F-26

and the related guarantees rank equally in right of payment with all of TransDigm’s and the guarantors’ existing
and future senior indebtedness, senior in right of payment to any of TransDigm’s and the guarantors’ existing and
future indebtedness that is, by its terms, expressly subordinated in right of payment to the $2,200 million 2029
Secured Notes and 2032 Secured Notes and related guarantees, and structurally subordinated to all of the
liabilities of TransDigm’s non-guarantor subsidiaries.
The Company capitalized approximately $20 million and $21 million in debt issuance costs associated with
the $2,200 million 2029 Secured Notes and the 2032 Secured Notes, respectively, during the fiscal year ended
September 30, 2024.
Amendment No. 15 Loan Modification Agreement and Refinancing Facility Agreement—On March 22,
2024, the Company entered into Amendment No. 15 Loan Modification Agreement and Incremental Term Loan
Assumption Agreement (herein, “Amendment No. 15”) to the Credit Agreement. Under the terms of Amendment
No. 15, the Company, among other things, (i) repriced all of its $4,525 million in existing Tranche I term loans
maturing August 24, 2028 to bear interest at Term SOFR plus 2.75% compared to Term SOFR plus 3.25%
applicable prior to Amendment No. 15; and (ii) repaid in full its existing approximately $1,708 million in
Tranche H term loans maturing February 22, 2027 and replaced such loans with approximately $1,708 million in
new Tranche K term loans maturing March 22, 2030. The Tranche K term loans were issued at a discount of
0.25%, or approximately $4 million, and bear interest at Term SOFR plus 2.75%. The Tranche K term loans were
fully drawn on March 22, 2024.
The other terms and conditions that apply to the Tranche I and Tranche K term loans are substantially the
same as the terms and conditions that applied to the term loans immediately prior to Amendment No. 15.
Principal payments for the Tranche I term loans and Tranche K term loans commenced on June 30, 2024, in
which $11 million (subsequently revised in Amendment No. 16 detailed below) and $4 million will be paid on a
quarterly basis up to the maturity date of each respective tranche of term loans.
The Company expensed approximately $5 million in refinancing costs associated with the refinancing
during the fiscal year ended September 30, 2024. Additionally, the Company wrote-off $2 million of original
issue discount associated with Amendment No. 15 during the fiscal year ended September 30, 2024.
In the third quarter of fiscal 2024, $2,644 million of existing Tranche I term loans were refinanced. Refer to
the section below, “Amendment No. 16 Loan Modification Agreement and Refinancing Facility Agreement” for
further information.
Redemption of $4,400 million of Senior Secured Notes due 2026—On March 28, 2024, the Company
redeemed all $4,400 million aggregate principal amount of its outstanding 2026 Secured Notes at a redemption
price of 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the
redemption date, using the net proceeds of the offering of the $2,200 million 2029 Secured Notes and the 2032
Secured Notes, together with cash on hand.
The Company recorded refinancing costs of $19 million, consisting primarily of the write-off of $21 million
in unamortized debt issuance costs, slightly offset by the write-off of unamortized premium of $2 million during
the fiscal year ended September 30, 2024 in conjunction with the redemption of the 2026 Secured Notes.
Issuance of $550 million of Senior Secured Notes due 2029—On March 22, 2024, the Company entered
into a purchase agreement in connection with a private offering of $550 million in aggregate principal amount
consisting of 6.375% senior secured notes due 2029 (the “$550 million 2029 Secured Notes”) at an issue price of
99.75% of the principal amount, which represents an approximately $1 million discount. The $550 million 2029
Secured Notes are an additional issuance of the Company’s existing $2,200 million 2029 Secured Notes (as
further described above) and were issued under a supplemental indenture dated as of March 22, 2024, pursuant to
which the Company previously issued the $2,200 million 2029 Secured Notes. The $550 million 2029 Secured
F-27

Notes are the same class and series as, and otherwise identical to, the $2,200 million 2029 Secured Notes other
than with respect to the date of issuance and issue price (collectively, the $550 million 2029 Secured Notes and
the $2,200 million 2029 Secured Notes are referred to herein as the “2029 Secured Notes”).
The Company capitalized $5 million in debt issuance costs associated with the $550 million 2029 Secured
Notes during the fiscal year ended September 30, 2024.
Third Quarter of Fiscal 2024 Activity
Redemption of $550 million of Senior Subordinated Notes due 2027—On April 22, 2024, the Company
redeemed all $550 million aggregate principal of its outstanding 7.50% senior subordinated notes due 2027 (the
“7.50% 2027 Notes”) at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid
interest thereon to, but not including, the redemption date, using the net proceeds of the offering of the
$550 million 2029 Secured Notes, together with cash on hand.
The Company wrote off $2 million in unamortized debt issuance costs during the fiscal year ended
September 30, 2024 in conjunction with the redemption of the 7.50% 2027 Notes.
Amendment No. 16 Loan Modification Agreement and Refinancing Facility Agreement—On June 4,
2024, the Company entered into Amendment No. 16 Loan Modification Agreement and Refinancing Facility
Agreement (herein, “Amendment No. 16”) to the Credit Agreement. Under the terms of Amendment No. 16, the
Company, among other things, (i) repriced all of its $997 million in existing Tranche J term loans to bear interest
at Term SOFR plus 2.50% compared to Term SOFR plus 3.25% applicable prior to Amendment No. 16; and
(ii) amended and extended $2,644 million of existing Tranche I term loans maturing August 24, 2028 and
converting such loans into Tranche J term loans maturing February 28, 2031.
The other terms and conditions that apply to the Tranche I and Tranche J term loans are substantially the
same as the terms and conditions that applied to the term loans immediately prior to Amendment No. 16.
Principal payments for Tranche I and Tranche J term loans commence on June 30, 2024 and September 30, 2024
respectively, in which $5 million and $9 million will be paid on a quarterly basis up to the maturity date of each
respective tranche of term loans.
The Company capitalized $3 million in debt issuance costs associated with the refinancing during the fiscal
year ended September 30, 2024. Additionally, the Company wrote-off $14 million in unamortized debt issuance
costs and $12 million of original issue discount associated with Amendment No. 16 during the fiscal year ended
September 30, 2024.
Trade Receivable Securitization Facility—The Company’s trade receivable securitization facility (the
“Securitization Facility”) effectively increases the Company’s borrowing capacity depending on the amount of
the domestic operations’ trade accounts receivable. The Securitization Facility includes the right for the
Company to exercise annual one year extensions as long as there have been no termination events as defined by
the agreement. The Company uses the proceeds from the Securitization Facility as an alternative to other forms
of debt, effectively reducing borrowing costs.
On July 12, 2024, the Company amended the Securitization Facility to, among other things, (i) increase the
borrowing capacity from $450 million to $650 million; and (ii) extend the maturity date to July 11, 2025 at an
interest rate of Term SOFR plus 1.45% compared to an interest rate of Term SOFR plus 1.60% that applied prior
to the amendment.
The Company drew $100 million and $37 million available under the Securitization Facility in December
2023 and July 2024, respectively. As of September 30, 2024, the total drawn on the Securitization Facility is
$487 million. For the fiscal years ended September 30, 2024 and 2023, the applicable interest rate was 6.73% and
6.95%, respectively. The Securitization Facility is collateralized by substantially all of the Company’s domestic
operations’ trade accounts receivable.
F-28

Fourth Quarter of Fiscal 2024 Activity
Issuance of $1,500 million of Senior Secured Notes due 2033—On September 19, 2024, the Company
entered into a purchase agreement in connection with a private offering of $1,500 million in aggregate principal
amount of 6.00% senior secured notes due 2033 (the “2033 Secured Notes”) at an issue price of 100% of the
principal amount. The 2033 Secured Notes were issued pursuant to an indenture, dated as of September 19, 2024,
amongst TransDigm Inc., as issuer, TransDigm Group and the other subsidiaries of TransDigm Inc. named therein,
as guarantors. The 2033 Secured Notes are guaranteed, on a senior secured basis, by TransDigm Group and each of
TransDigm Inc.’s direct and indirect restricted subsidiaries that is a borrower or guarantor under TransDigm’s
senior secured credit facilities or that issues or guarantees any capital markets indebtedness of TransDigm or any of
the guarantors in an aggregate principal amount of at least $200 million. The 2033 Secured Notes and guarantees
rank equally in right of payment with all of TransDigm’s and the guarantors’ existing and future senior
indebtedness, senior in right of payment to any of TransDigm’s and the guarantors’ existing and future indebtedness
that is, by its terms, expressly subordinated in right of payment to the 2033 Secured Notes and related guarantees,
and structurally subordinated to all of the liabilities of TransDigm’s non-guarantor subsidiaries.
The Company capitalized approximately $14 million in debt issuance costs associated with the 2033
Secured Notes during the fiscal year ended September 30, 2024.
Amendment No. 17 and Incremental Term Loan Assumption Agreement—On September 19, 2024, the the
Company entered into Amendment No. 17 and Incremental Term Loan Assumption Agreement (herein,
“Amendment No. 17”) to the Credit Agreement. Under the terms of Amendment No. 17, the Company, among
other things, issued $1,500 million in Tranche L term loans maturing January 19, 2032. The Tranche L term
loans bore interest at a rate of Term SOFR plus 2.50%. The Tranche L term loans were issued at a discount of
0.25%, or approximately $4 million. The Tranche L term loans were fully drawn on September 19, 2024 and the
other terms and conditions that apply to the Tranche L term loans are substantially the same as the terms and
conditions that apply to the term loans immediately prior to Amendment No. 17.
The Company capitalized approximately $12 million in debt issuance costs associated with Amendment
No. 17 during the fiscal year ended September 30, 2024.
The proceeds from both fourth quarter of fiscal 2024 issuances were used, along with existing cash on hand,
to fund a $75.00 special dividend declaration on each outstanding share of common stock and cash dividend
equivalent payments on eligible vested options outstanding under its stock option plans.
Subsequent Event—Trade Receivable Securitization Facility—The Company drew the remaining
$162.5 million available under the Securitization Facility in October 2024.
Government Refundable Advances
Government refundable advances consist of payments received from the Canadian government to assist in
research and development related to commercial aviation. The requirement to repay this advance is based on
year-over-year commercial aviation revenue growth for certain product lines at CMC Electronics, which is a
wholly-owned subsidiary of TransDigm. As of September 30, 2024 and 2023, the outstanding balance of these
advances were $17 million and $21 million, respectively.
Obligations under Finance Leases
The Company leases certain buildings and equipment under finance leases. The present value of the
minimum finance lease payments, net of the current portion, represents a balance of $262 million and
$193 million at September 30, 2024 and 2023, respectively. The increase in fiscal 2024 is primarily attributable
to the leases assumed from the acquisition of CPI’s Electron Device Business in the third quarter of fiscal 2024
and certain new leases of facilities and amendments to previous agreements qualifying as lease modifications
F-29

resulting in a change in classification from an operating lease to a finance lease. Refer to Note 17, “Leases,” for
further disclosure of the Company’s lease obligations.
Senior Secured Term Loans Facility
As of September 30, 2024, TransDigm had $8,702 million in fully drawn term loans (the “Term Loans
Facility”), $910 million in revolving commitments, of which $843 million was available to the Company, subject
to an interest rate of 2.25% per annum. As of September 30, 2023, TransDigm had $6,249 million in fully drawn
term loans, $810 million in revolving commitments, of which $755 million was available to the Company,
subject to an interest rate of 2.50% per annum. The unused portion of the revolving commitments is subject to a
fee of 0.5% per annum for both fiscal 2024 and 2023. The total fees incurred on the unused portion of the
revolving commitments were not material in fiscal 2024 or fiscal 2023.
Aggregate Principal as of September 30,
Term Loans Facility
Maturity Date
Interest Rate under Term
Loans Facility
2024
2023
Tranche H (1) . . . . . . . . . . . . .
February 22, 2027
Term SOFR plus 3.25%
$ —
$1,713
Tranche I . . . . . . . . . . . . . . .
August 24, 2028
Term SOFR plus 2.75%
$1,871
$4,536
Tranche J . . . . . . . . . . . . . . .
February 28, 2031
Term SOFR plus 2.50%
$3,632
$ —
Tranche K . . . . . . . . . . . . . . .
March 22, 2030
Term SOFR plus 2.75%
$1,699
$ —
Tranche L . . . . . . . . . . . . . . .
January 19, 2032
Term SOFR plus 2.50%
$1,500
$ —
(1)
As previously disclosed within this note, during fiscal 2024, Tranche H was replaced by Tranche K.
The interest rates per annum applicable to the loans under the Term Loans Facility are, at TransDigm’s
option, equal to either an alternate base rate or an adjusted Term SOFR for one, three or six-months thereafter (in
each case, subject to the availability thereof), interest periods chosen by TransDigm, in each case, plus an
applicable margin percentage. The adjusted Term SOFR related to the existing term loans are not subject to a
floor. Refer to Note 19, “Derivatives and Hedging Activities,” for information about how our interest rate swaps,
cap and collar agreements are used to hedge and offset, respectively, the variable interest rates on the Term
Loans Facility.
Secured Notes
TransDigm Inc.’s 2028 Secured Notes are jointly and severally guaranteed, on a senior basis, by TD Group,
TransDigm UK and all of TransDigm Inc.’s Domestic Restricted Subsidiaries, as defined in the applicable
indentures. The 2029 Secured Notes, 2030 Secured Notes, 2031 Secured Notes, 2032 Secured Notes and 2033
Secured Notes (collectively with the 2028 Secured Notes, the “Secured Notes”) are guaranteed on a senior
secured basis by TD Group and each of TransDigm Inc.’s direct and indirect Restricted Subsidiaries (as defined
in the applicable indenture) that is a borrower or guarantor under TransDigm’s senior secured credit facilities or
that issues or guarantees any capital market indebtedness of TransDigm Inc. or any of the guarantors in an
aggregate principal amount of at least $200 million. As of the date of this Form 10-K, the guarantors of the 2029
Secured Notes, 2030 Secured Notes, 2031 Secured Notes, 2032 Secured Notes and 2033 Secured Notes are the
same as the guarantors of the 2028 Secured Notes. The Secured Notes contain restrictive covenants that are
substantially similar to many of the restrictive covenants included in the Credit Agreement. TransDigm is in
compliance with all the covenants contained in the Secured Notes.
Subordinated Notes
TransDigm Inc.’s 5.50% 2027 Notes, 4.625% 2029 Notes, and 4.875% 2029 Notes (collectively, the
“Subordinated Notes”) are jointly and severally guaranteed, on a senior subordinated basis, by TD Group,
TransDigm UK and all of TransDigm Inc.’s Domestic Restricted Subsidiaries, as defined in the applicable
indentures. The Subordinated Notes contain restrictive covenants that are substantially similar to many of the
restrictive covenants included in the Credit Agreement. TransDigm is in compliance with all the covenants
contained in the Subordinated Notes.
F-30

Debt Repayment Schedule
At September 30, 2024, future maturities of long-term debt (excluding finance leases) are as follows
(in millions), refer to Note 17, “Leases,” for future maturities of finance leases:
Fiscal Years Ended September 30,
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
93
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
92
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
92
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,637
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,768
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,637
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$24,319
11. RETIREMENT PLANS
The Company maintains certain non-contributory defined benefit pension plans (collectively, referred to as
the “pension plans”) covering eligible employees in the U.S. and in other certain countries such as Canada,
France, Germany and the United Kingdom. These pension plans generally provide benefits to employees based
on formulas recognizing length of service and earnings. The Company’s funding policy is to contribute actuarial-
determined amounts allowable under tax and statutory regulations for the qualified plans. The Company uses a
September 30th measurement date for its defined benefit pension plans. The Company also sponsors other post-
retirement pension plans for its employees in the U.S. and in Canada (collectively, referred to as the “post-
retirement pension plans”). Other post-retirement pension plans are non-contributory health care and life
insurance plans.
The components of net periodic pension benefit cost (income) for the pension plans at the end of each fiscal
year consisted of the following (in millions):
Defined Benefit Pension Plans
2024
2023
2022
U.S.
Pension
Plans
Non-U.S.
Pension
Plans
U.S.
Pension
Plans
Non-U.S.
Pension
Plans
U.S.
Pension
Plans
Non-U.S.
Pension
Plans
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ —
$
2
$ —
$
2
$ —
$
3
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
8
1
7
4
4
Expected return on plan assets . . . . . . . . . . . . . . . . . . . .
(1)
(7)
—
(7)
(6)
(7)
Amortization of net loss . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
1
—
1
Settlement (gain) loss (1) . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(9)
—
22
—
Net periodic pension benefit cost (income) . . . .
$ —
$
3
$
(8)
$
3
$
20
$
1
(1)
Effective June 30, 2021, the Company terminated the Esterline Retirement Plan (the “ERP”) in accordance
with regulatory requirements. Pension obligations were distributed through a combination of lump sum
payments (using existing plan assets) to eligible plan participants and the purchase of a group annuity
contract in fiscal 2022. During the third quarter of fiscal 2022, the Company transferred the remaining
benefit obligations to an insurance company to purchase a group annuity contract. In connection with the
transfer, a settlement loss of approximately $22 million was recorded as a component of other (income)
expense in the consolidated statements of income in fiscal 2022. Upon the finalization of the group annuity
purchase funding during fiscal 2023, a settlement (gain) of approximately $(9) million was recorded as a
component of other (income) expense in the consolidated statements of income in fiscal 2023. No settlement
(gain) or loss was recorded in fiscal 2024.
F-31

Net periodic pension benefit cost for the post-retirement pension plans was less than $1 million for each of
the fiscal years ended 2024, 2023 and 2022, respectively. The components of net periodic pension benefit cost
other than service cost are included in other (income) expense in the consolidated statements of income. The
changes in benefit obligations and plan assets, funded status and amounts recognized in the consolidated balance
sheets and accumulated other comprehensive loss for the post-retirement plans at September 30, 2024 and 2023
were not material.
The changes in benefit obligations and plan assets, funded status and amounts recognized in the
consolidated balance sheets and accumulated other comprehensive loss for pension plans at September 30, 2024
and 2023, were as follows (in millions):
Defined Benefit Pension Plans
September 30,
2024
September 30,
2023
U.S.
Pension
Plans
Non-U.S.
Pension
Plans
U.S.
Pension
Plans
Non-U.S.
Pension
Plans
Benefit Obligations
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12
$ 144
$ 15
$ 148
Currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
5
—
8
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
2
—
2
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
8
1
7
Actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
15
(1)
(13)
Plan amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
3
—
—
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1)
(9)
(3)
(8)
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12
$ 168
$ 12
$ 144
Plan Assets - Fair Value
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
8
$ 139
$
9
$ 133
Currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
5
—
6
Realized and unrealized gain on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
25
11
6
Company contributions (refunds) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
5
(9)
2
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1)
(9)
(3)
(8)
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
9
$ 165
$
8
$ 139
Funded Status
Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
9
$ 165
$
8
$ 139
Benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(12)
(168)
(12)
(144)
Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (3)
$
(3)
$ (4)
$
(5)
Amount Recognized on Consolidated Balance Sheets
Other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $—
$
13
$—
$
12
Accrued and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(1)
—
Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3)
(16)
(3)
(17)
Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (3)
$
(3)
$ (4)
$
(5)
Amounts Recognized in Accumulated Other Comprehensive Loss (Income)
Net loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1
$
(1)
$
1
$
1
Prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
4
—
1
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1
$
3
$
1
$
2
The accumulated benefit obligation for all pension plans was $175 million and $152 million as of
September 30, 2024 and September 30, 2023, respectively.
F-32

Estimated future benefit payments expected to be paid from the pension and post-retirement pension plans
or from the Company’s assets are as follows (in millions):
Fiscal Years Ended September 30,
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$12
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
2030 - 2034 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66
The expected funding requirement in fiscal 2025 for the non-U.S. pension plans and the U.S. pension plans
maintained by the Company is not material.
U.S. Defined Benefit
Pension Plans
Non-U.S. Defined
Benefit Pension Plans
2024
2023
2024
2023
Principal assumptions as of year end
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.20%
5.25%
4.74%
5.56%
Rate of increase in future compensation levels . . . . . . . .
N/A (1)
N/A (1)
3.24%
3.19%
Assumed long-term rate of return on plan assets . . . . . . .
6.00%
5.37%
5.42%
5.41%
(1)
As a result of the plan freeze to the ERP during fiscal 2021, for all future benefit accruals and participation
by new or rehired employees on or after January 1, 2021, the assumed rate of increase in future
compensation levels was not applicable as of September 30, 2024 and 2023, as pay increases are not valued
once a defined benefit pension plan is frozen. The ERP settlement occurred in fiscal 2022.
The Company uses discount rates developed from a yield curve established from high-quality corporate
bonds and matched to plan-specific projected benefit payments. Although future changes to the discount rate and
expected return on assets are unknown, had the discount rate and expected return on assets increased or
decreased by 25 basis points, the impact on the fiscal 2024 net periodic benefit cost is not material. Management
is not aware of any legislative or other initiatives or circumstances that will significantly impact the Company’s
pension obligations in fiscal 2025.
Plan assets are invested in a diversified portfolio of equity and debt securities consisting primarily of
common stocks, bonds and government securities. The objective of these investments is to maintain sufficient
liquidity to fund current benefit payments and achieve targeted risk-adjusted returns. Management periodically
reviews allocations of plan assets by investment type and evaluates external sources of information regarding the
long-term historical returns and expected future returns for each investment type.
Allocations by investment type are as follows:
Actual
Target
2024
2023
Plan assets allocation as of fiscal year end
Return-seeking assets (e.g., equity securities and real estate) . . . . . . .
35% - 55%
46.0%
42.7%
Fixed-income securities (e.g., debt securities) . . . . . . . . . . . . . . . . . . .
45% - 65%
53.8%
56.0%
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0%
0.2%
1.3%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.0% 100.0%
F-33

The following table presents the fair value of the Company’s pension plan assets as of September 30, 2024
and 2023, segregated by level within the fair value hierarchy as described in Note 18, “Fair Value
Measurements” (in millions):
Fair Value Hierarchy
September 30,
2024
September 30,
2023
Investments measured at fair value by level: (4)
Level 1 (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 39
$ 29
Level 2 (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
40
Investments measured at net asset value (3) . . . . . . . . . . . . . . . . . . . . . . .
88
78
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$174
$147
(1)
Level 1 investments include return seeking assets, which are primarily equity securities and real estate, are
actively traded on U.S. and non-U.S. exchanges and valued using the market approach at quoted market
prices on the measurement date or at the net asset value of the shares held by the plan on the measurement
date based on quoted market prices. Includes cash and cash equivalents which is used to pay benefits and
cash invested in a short-term investment fund that holds securities with values based on quoted market
prices, but for which the funds are not valued on quoted market basis.
(2)
Level 2 investments include fixed-income securities, which are primarily debt securities, are primarily
valued using the market approach at either quoted market prices, pricing models that use observable market
data, or bids provided by independent investment brokerage firms.
(3)
These investments are valued at the net asset value (“NAV”) of units held. The NAV is used to estimate fair
value and is based on the fair value of the underlying investments held by the fund less its liability.
(4)
No investments measured using Level 3 inputs.
Defined Contribution Plans
The Company sponsors certain defined contribution employee savings plans that cover substantially all of
the Company’s U.S. employees. Under certain plans, the Company contributes a percentage of employee
compensation and matches a portion of employee contributions. The cost recognized for such contributions for
the fiscal years ended September 30, 2024, 2023 and 2022 was approximately $45 million, $34 million and
$30 million, respectively.
12. INCOME TAXES
The Company’s income from continuing operations before income taxes includes the following components
for the periods shown below (in millions):
Fiscal Years Ended September 30,
2024
2023
2022
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,800
$1,413
$ 882
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
415
303
245
$2,215
$1,716
$1,127
F-34

The Company’s income tax provision (benefit) on income from continuing operations consists of the
following for the periods shown below (in millions):
Fiscal Years Ended September 30,
2024
2023
2022
Current
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$354
$276
$194
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
41
27
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
98
97
62
490
414
283
Deferred
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6)
28
(17)
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
11
(8)
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
(36)
3
10
3
(22)
$500
$417
$261
A reconciliation of the federal statutory income tax rate to the effective income tax rate for the periods
shown below is as follows:
Fiscal Years Ended September 30,
2024
2023
2022
Federal statutory income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21.0%
21.0%
21.0%
Changes in valuation allowances impacting results . . . . . . . . . . . . . . . . .
4.0%
5.3%
5.5%
State and local income taxes, net of federal benefit . . . . . . . . . . . . . . . . .
1.3%
1.7%
0.1%
Federal deemed inclusion amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.5%
0.3%
1.5%
Withholding taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.2%
0.2%
1.2%
Provision to return adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.1%
0.3%
(1.0)%
Foreign-derived intangible income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1.2)%
(1.2)%
(2.0)%
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3.6)%
(2.3)%
(2.8)%
Other—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.3%
(1.0)%
(0.3)%
Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22.6%
24.3%
23.2%
The components of the deferred taxes consist of the following (in millions):
September 30, 2024
September 30, 2023
Deferred tax assets (liabilities):
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(1,008)
$(852)
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . .
(101)
(82)
Interest rate swaps, caps and collars . . . . . . . . . . . . . . . . . . . .
(8)
(47)
Interest expense limitation . . . . . . . . . . . . . . . . . . . . . . . . . . .
279
190
Employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
115
103
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
90
89
Capitalized research and development costs . . . . . . . . . . . . . .
73
52
Net operating losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52
66
Loss contract reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
36
Environmental reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
10
U.S. income tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
25
Product warranty reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
6
Non-U.S. income tax credits . . . . . . . . . . . . . . . . . . . . . . . . . .
3
9
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(5)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(448)
(400)
Add: Valuation allowance . . . . . . . . . . . . . . . . . . . .
(318)
(227)
Total net deferred tax assets (liabilities) . . . . . . . . . . . . . . . . .
$ (766)
$(627)
F-35

At September 30, 2024, the Company has state net operating loss carryforwards of approximately
$816 million, German net operating loss carryforwards of $54 million and United Kingdom net operating loss
carryforwards of approximately $65 million that expire in various fiscal years from 2025 to 2044. The Company
has U.S. and non-U.S. tax credit carryforwards of $10 million that expire beginning in fiscal year 2025.
The deferred tax assets for the interest expense limitation, net operating losses, and tax credit carryforwards
are reduced by a valuation allowance for the amount of such assets that the Company believes will not be
realized.
With limited exception, no provision has been made for income taxes on undistributed earnings of foreign
subsidiaries of approximately, $40 million at September 30, 2024, since it is the Company’s intention to
indefinitely reinvest such undistributed earnings. The cash that is permanently reinvested is typically used to
expand operations either organically or through acquisitions. It is not practicable to estimate the additional taxes
that would be payable on the remittance of such earnings. We have provided for taxes in jurisdictions in which
we are not considered indefinitely reinvested, however, such amounts are not significant.
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state,
local and foreign jurisdictions. The Company is no longer subject to U.S. federal examinations for years before
fiscal 2018. The Company is currently under examination for its federal income taxes in Canada for fiscal years
2013 through 2019, in France for fiscal years 2020 through 2022, and in Germany for fiscal years 2017 through
2019. In addition, the Company is subject to state income tax examinations for fiscal years 2015 and later.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):
2024
2023
Balance at October 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 17
$ 17
Additions based on tax positions related to the prior year . . . . . . . . . . . . . . . . . . . . . . .
1
4
Additions based on tax positions related to the current year . . . . . . . . . . . . . . . . . . . . .
—
—
Reductions based on tax positions related to the prior year . . . . . . . . . . . . . . . . . . . . . .
—
—
Settlement with tax authorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3)
(3)
Lapse in statute of limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1)
(1)
Balance at September 30 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 14
$ 17
Unrecognized tax benefits at September 30, 2024 and 2023, the recognition of which would have an effect
on the effective tax rate for each fiscal year, amounted to $14 million and $17 million, respectively. The
Company classifies all income tax-related interest and penalties as income tax expense, which were not
significant for the years ended September 30, 2024 and 2023. As of September 30, 2024 and 2023, the Company
accrued $4 million and $6 million, respectively, for the potential payment of interest and penalties. Within the
next twelve months, it is reasonably possible that unrecognized tax benefits could be reduced by approximately
$2 million resulting from the resolution or closure of tax examinations. Any increase in the amount of
unrecognized tax benefits within the next twelve months is not expected to be material.
13. COMMITMENTS AND CONTINGENCIES
During the ordinary course of business, the Company is from time to time threatened with, or may become a
party to, legal actions and other proceedings such as product liability claims, employee claims, workers’
compensation claims and class action lawsuits. Insurance may cover some of the costs associated with these
claims and proceedings. While the Company is currently involved in certain legal proceedings, it believes the
results of these proceedings will not have a material adverse effect on its financial condition, results of
operations, or cash flows.
F-36

Environmental Liabilities—Our operations and facilities are subject to a number of federal, state, local and
foreign environmental laws and regulations that govern, among other things, discharges of pollutants into the air
and water, the generation, handling, storage and disposal of hazardous materials and wastes, the remediation of
contamination and the health and safety of our employees. Environmental laws and regulations may require that
the Company investigate and remediate the effects of the release or disposal of materials at sites associated with
past and present operations. Certain facilities and third-party sites utilized by the Company have been identified
as potentially responsible parties under the federal superfund laws and comparable state laws. The Company is
currently involved in the investigation and remediation of a number of sites under applicable laws.
Estimates of the Company’s environmental liabilities are based on current facts, laws, regulations and
technology. These estimates take into consideration the Company’s prior experience and professional judgment
of the Company’s environmental advisors. Estimates of the Company’s environmental liabilities are further
subject to uncertainties regarding the nature and extent of site contamination, the range of remediation
alternatives available, evolving remediation standards, imprecise engineering evaluations and cost estimates, the
extent of corrective actions that may be required and the number and financial condition of other potentially
responsible parties, as well as the extent of their responsibility for the remediation.
Accordingly, as investigation and remediation proceed, it is likely that adjustments in the Company’s
accruals will be necessary to reflect new information. The amounts of any such adjustments could have a
material adverse effect on the Company’s results of operations or cash flows in a given period. Based on
currently available information, however, the Company does not believe that future environmental costs in
excess of those accrued with respect to sites for which the Company has been identified as a potentially
responsible party are likely to have a material adverse effect on the Company’s financial condition or results of
operations.
Environmental liabilities are recorded when the liability is probable and the costs are reasonably estimable,
which generally is not later than at completion of a feasibility study or when the Company has recommended a
remedy or has committed to an appropriate plan of action. The Company also takes into consideration the
estimated period of time in which payments will be required. The liabilities are reviewed periodically and, as
investigation and remediation proceed, adjustments are made as necessary. Liabilities for losses from
environmental remediation obligations do not consider the effects of inflation and anticipated expenditures are
not discounted to their present value. The liabilities are not offset by possible recoveries from insurance carriers
or other third parties, but do reflect anticipated allocations among potentially responsible parties at federal
superfund sites or similar state-managed sites, third party indemnity obligations, and an assessment of the
likelihood that such parties will fulfill their obligations at such sites.
The Company’s consolidated balance sheets includes current environmental remediation obligations at
September 30, 2024 and 2023 of $5 million and $3 million classified as a component of accrued and other
current liabilities, respectively, and non-current environmental remediation obligations at September 30, 2024
and 2023 of $36 million and $41 million classified as a component of other non-current liabilities, respectively.
14. STOCK REPURCHASE PROGRAM
TD Group consists of 224,400,000 shares of $.01 par value common stock and 149,600,000 shares of $.01
par value preferred stock. The total number of shares of common stock issued at September 30, 2024 and 2023
was 61,904,833 and 60,995,513, respectively. The total number of shares held in treasury was 5,688,639 at
September 30, 2024 and 2023, respectively. There were no shares of preferred stock outstanding at
September 30, 2024 and 2023. The terms of the preferred stock have not been established.
On January 27, 2022, the Board of Directors of the Company (the “Board”) 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
F-37

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, 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.
15. SEGMENTS
The Company’s businesses are organized and managed in three reporting segments: Power & Control,
Airframe and Non-aviation.
The Power & Control segment includes operations that primarily develop, produce and market systems and
components that predominately provide power to or control power of the aircraft utilizing electronic, fluid, power
and mechanical motion control technologies. Major product offerings include mechanical/electromechanical
actuators and controls, ignition systems and engine technology, specialized pumps and valves, power
conditioning devices, specialized AC/DC electric motors and generators, batteries and chargers, databus and
power controls, advanced sensor products, switches and relay panels, high performance hoists, winches and
lifting devices, cargo loading, handling and delivery systems and electronic components used in the generation,
amplification, transmission and reception of microwave signals. Primary customers of this segment are engine
and power system and subsystem suppliers, airlines, third party maintenance suppliers, military buying agencies
and repair depots. Products are sold in the original equipment and aftermarket market channels.
The Airframe segment includes operations that primarily develop, produce and market systems and
components that are used in non-power airframe applications utilizing airframe and cabin structure technologies.
Major product offerings include engineered latching and locking devices, engineered rods, engineered connectors
and elastomer sealing solutions, cockpit security components and systems, specialized and advanced cockpit
displays, engineered audio, radio and antenna systems, specialized lavatory components, seat belts and safety
restraints, engineered and customized interior surfaces and related components, thermal protection and
insulation, lighting and control technology, parachutes, specialized flight, wind tunnel and jet engine testing
services and equipment and complex testing and instrumentation solutions. Primary customers of this segment
are airframe manufacturers and cabin system suppliers and subsystem suppliers, airlines, third party maintenance
suppliers, military buying agencies and repair depots. Products are sold in the original equipment and aftermarket
market channels.
The Non-aviation segment includes operations that primarily develop, produce and market products for
non-aviation markets. Major product offerings include seat belts and safety restraints for ground transportation
applications, mechanical/electromechanical actuators and controls for space applications, hydraulic/
electromechanical actuators and fuel valves for land-based gas turbines, and refueling systems for heavy
equipment used in mining, construction and other industries and turbine controls for the energy and oil and gas
markets. Primary customers of this segment are off-road vehicle suppliers and subsystem suppliers, child
restraint system suppliers, satellite and space system suppliers, manufacturers of heavy equipment used in
mining, construction and other industries and turbine original equipment manufacturers, gas pipeline builders and
electric utilities.
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
F-38

compensation plans, foreign currency gains and losses, acquisition-integration costs, acquisition transaction-
related expenses, and refinancing costs. Acquisition transaction and integration-related expenses and adjustments
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; 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.
The Company’s segments are reported on the same basis used internally for evaluating performance and for
allocating resources. The accounting policies for each segment are the same as those described in the summary of
significant accounting policies in Note 1 to the Company’s consolidated financial statements. Intersegment sales
and transfers are recorded at values based on market prices, which creates intercompany profit on intersegment
sales or transfers that is eliminated in consolidation. Intersegment sales were immaterial for the periods presented
below. Corporate consists of our corporate offices. Corporate expenses consist primarily of compensation,
benefits, professional services and other administrative costs incurred by the corporate offices. Corporate assets
consist primarily of cash and cash equivalents. Corporate expenses and assets reconcile reportable segment data
to the consolidated totals. An immaterial amount of corporate expenses is allocated to the operating segments.
The following table presents net sales by reportable segment (in millions):
Fiscal Years Ended
September 30,
2024
2023
2022
Net sales to external customers
Power & Control
Commercial and non-aerospace OEM . . . . . . . . . . . . . . . . . . . . . . .
$ 840
$ 690
$ 603
Commercial and non-aerospace aftermarket . . . . . . . . . . . . . . . . . .
1,198
1,057
847
Defense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,903
1,569
1,423
Total Power & Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,941
3,316
2,873
Airframe
Commercial and non-aerospace OEM . . . . . . . . . . . . . . . . . . . . . . .
1,280
989
715
Commercial and non-aerospace aftermarket . . . . . . . . . . . . . . . . . .
1,289
1,112
785
Defense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,240
993
891
Total Airframe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,809
3,094
2,391
Total Non-aviation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
190
175
165
Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$7,940
$6,585
$5,429
F-39

The following table reconciles EBITDA As Defined by segment to consolidated income from continuing
operations before income taxes (in millions):
Fiscal Years Ended September 30,
2024
2023
2022
EBITDA As Defined
Power & Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,236
$1,866
$1,531
Airframe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,962
1,547
1,121
Non-aviation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
81
71
65
Total segment EBITDA As Defined . . . . . . . . . . . . . . . . . . . .
4,279
3,484
2,717
Less: Unallocated corporate EBITDA As Defined . . . . . . . . . . . . . . .
106
89
71
Total Company EBITDA As Defined . . . . . . . . . . . . . . . . . . .
4,173
3,395
2,646
Depreciation and amortization expense . . . . . . . . . . . . . . . . . . . . . . .
312
268
253
Interest expense-net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,286
1,164
1,076
Acquisition transaction and integration-related expenses . . . . . . . . .
70
18
18
Non-cash stock and deferred compensation expense . . . . . . . . . . . . .
217
157
184
Refinancing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
56
1
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
16
(13)
Income from continuing operations before income taxes . . .
$2,215
$1,716
$1,127
The following table presents capital expenditures and depreciation and amortization by segment (in
millions):
Fiscal Years Ended September 30,
2024
2023
2022
Capital expenditures
Power & Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 90
$ 67
$ 63
Airframe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73
65
52
Non-aviation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
6
3
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
1
1
$165
$139
$119
Depreciation and amortization
Power & Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$133
$110
$109
Airframe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
172
152
138
Non-aviation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
5
5
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
1
1
$312
$268
$253
The following table presents total assets by segment (in millions):
September 30, 2024
September 30, 2023
Total assets
Power & Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 9,139
$ 7,315
Airframe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,045
8,972
Non-aviation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
234
234
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,168
3,449
$25,586
$19,970
F-40

Geographic Area Information
Net sales are measured based on the geographic destination of sales. Long-lived assets consist of property,
plant and equipment-net and operating lease right-of-use assets. Net sales and long-lived assets of individual
countries outside of the United States are not material.
The following table presents net sales by geographic area (in millions):
Fiscal Years Ended September 30,
2024
2023
2022
Net sales
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$5,032
$4,265
$3,496
Foreign Countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,908
2,320
1,933
$7,940
$6,585
$5,429
The following table presents long-lived assets by geographic area (in millions):
September 30, 2024
September 30, 2023
Long-lived assets
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,273
$1,063
Foreign Countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
276
256
$1,549
$1,319
16. STOCK-BASED COMPENSATION
The Company’s equity compensation plans are designed to assist the Company in attracting, retaining,
motivating and rewarding key employees, directors or consultants, and promoting the creation of long-term value
for stockholders by closely aligning the interests of these individuals with those of the Company’s stockholders.
The Company’s equity compensation plans provide for the granting of stock options.
Non-cash stock compensation expense recognized by the Company during the fiscal years ended
September 30, 2024, 2023 and 2022 was $188 million, $135 million and $153 million, respectively. The related
tax benefit for the fiscal years ended September 30, 2024, 2023 and 2022 was $24 million, $15 million and
$18 million, respectively. Of the non-cash stock compensation expense recorded in fiscal 2024, 2023 and 2022,
$134 million, $112 million and $151 million was recorded as a component of additional paid in capital and
$54 million, $23 million and $2 million was recorded as a component of other non-current liabilities. The
liability awards relate to stock options granted between fiscal 2017 to fiscal 2020 from the 2014 stock option plan
to certain employees in lieu of these individuals receiving salary and bonus compensation paid in cash. The
vesting of the stock options are subject to the achievement of the same operating performance goals as other
grants. The liability is remeasured each reporting period based on the market value of our common shares on the
last day of the reported period. The other non-current liabilities related to stock-based compensation as of
September 30, 2024 and 2023 was $102 million and $48 million, respectively.
The weighted-average grant date fair value of options granted during the fiscal years ended September 30,
2024, 2023 and 2022 was $397.31, $251.73 and $254.21, respectively. The total fair value of options vested
during fiscal years ended September 30, 2024, 2023 and 2022 was $97 million, $80 million and $88 million,
respectively.
Compensation expense is recognized based upon probability assessments of awards that are expected to vest
in future periods, adjusted for expected forfeitures. Such probability assessments are subject to revision and,
therefore, unrecognized compensation expense is subject to future changes in estimate. As of September 30,
2024, there was approximately $245 million of total unrecognized compensation expense related to non-vested
awards expected to vest, which is expected to be recognized over a weighted-average period of 1.9 years.
F-41

The fair value of the Company’s employee stock options was estimated at the date of grant or modification
using a Black-Scholes option-pricing model with the following weighted average assumptions for all options
granted during the fiscal years ended:
Fiscal Years Ended September 30,
2024
2023
2022
Risk-free interest rate . . . . . . . . . . . . . . . . . .
4.14% to 4.68%
3.45% to 4.20%
1.47% to 2.97%
Expected life of options . . . . . . . . . . . . . . . .
6.5 years
6.5 years
6.5 years
Expected dividend yield of stock . . . . . . . . .
—
—
—
Expected volatility of stock . . . . . . . . . . . . .
33.5%
32.5%
37.0% to 38.0%
The risk-free interest rate is based upon the U.S. Treasury bond rates with a term similar to the expected life
of the award as of the grant date or modification date. The average expected life of stock-based awards is based
on the Company’s actual historical exercise experience. The Company uses actual historical changes in the
market value of its stock to calculate the volatility assumption as it is management’s belief that this is the best
indicator of future volatility. The Company estimates stock option forfeitures based on historical data. The total
number of stock options expected to vest is adjusted by actual and estimated forfeitures. Changes to the actual
and estimated forfeitures will result in a cumulative adjustment in the period of change. Notwithstanding the
special cash dividends declared and paid from time to time, the Company historically has not declared and paid
regular cash dividends and does not anticipate declaring and paying regular cash dividends in future periods;
thus, no dividend yield assumption is used.
2019 Stock Option Plan
In August 2019, the Board of Directors of TD Group adopted a new stock option plan, which was
subsequently approved by stockholders on October 3, 2019. The 2019 stock option plan permits TD Group to
award stock options to our key employees, directors or consultants. The total number shares of TD Group
common stock reserved for issuance or delivery under the 2019 stock option plan is 4,000,000, subject to
adjustment in the event of any stock dividend or split, reorganization, recapitalization, merger, share exchange or
any other similar corporate transaction or event.
Performance Vested Stock Options—Generally all of the options granted through September 30, 2024
under the 2019 stock option plan have been pursuant to an equity incentive program adopted by the Company in
2008. Under the 2008 equity incentive program, generally all of the options granted will vest based on the
Company’s achievement of established operating performance goals. The following table summarizes the
activity, pricing and other information for the Company’s performance vested stock-based award activity during
the fiscal year ended September 30, 2024:
Number of
Options
Weighted-Average
Exercise Price Per
Option
Weighted-Average
Remaining
Contractual Term
Aggregate
Intrinsic Value
Outstanding at September 30, 2023 . . . . . . . . . .
223,945
$627.81
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . .
398,729
889.08
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,521)
631.12
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . .
(58,044)
792.32
Expired . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Outstanding at September 30, 2024 . . . . . . . . . .
561,109
$795.95
8.8 years
$354,160,779
Expected to vest . . . . . . . . . . . . . . . . . . . . . . . . .
309,408
$833.09
8.9 years
$183,800,728
Exercisable at September 30, 2024 . . . . . . . . . . .
120,116
$712.29
8.5 years
$ 85,863,473
At September 30, 2024, there were 3,435,370 remaining shares available for award under TD Group’s 2019
stock option plan.
F-42

2014 Stock Option Plan
In July 2014, the Board of Directors of TD Group adopted the 2014 stock option plan, which was
subsequently approved by stockholders on October 2, 2014. The 2014 stock option plan permits TD Group to
award stock options to our key employees, directors or consultants. The total number of shares of TD Group
common stock reserved for issuance or delivery under the 2014 stock option plan is 5,000,000, subject to
adjustment in the event of any stock dividend or split, reorganization, recapitalization, merger, share exchange or
any other similar corporate transaction or event.
Performance Vested Stock Options—Generally all of the options granted through September 30, 2024
under the 2014 stock option plan have been pursuant to an equity incentive program adopted by the Company in
2008. Under the 2008 equity incentive program, generally all of the options granted will vest based on the
Company’s achievement of established operating performance goals. The following table summarizes the
activity, pricing and other information for the Company’s performance vested stock-based award activity during
the fiscal year ended September 30, 2024:
Number of
Options
Weighted-Average
Exercise Price Per
Option
Weighted-Average
Remaining
Contractual Term
Aggregate
Intrinsic Value
Outstanding at September 30, 2023 . . . . . . . .
4,246,321
$443.02
Granted . . . . . . . . . . . . . . . . . . . . . . . . . .
158,550
971.00
Exercised . . . . . . . . . . . . . . . . . . . . . . . . .
(529,387)
316.35
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . .
(95,981)
611.34
Expired . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Outstanding at September 30, 2024 . . . . . . . .
3,779,503
$466.18
5.2 years
$3,631,913,408
Expected to vest . . . . . . . . . . . . . . . . . . . . . . .
785,057
$653.01
7.6 years
$ 607,728,325
Exercisable at September 30, 2024 . . . . . . . . .
2,892,840
$390.75
4.5 years
$2,998,078,391
The 2014 stock incentive plan expired on July 24, 2024 and no further shares will be granted under the plan
thereafter.
2006 Stock Incentive Plan
In conjunction with the consummation of the Company’s initial public offering, a 2006 stock incentive plan
was adopted by TD Group. In July 2008 and March 2011, the 2006 stock incentive plan was amended to increase
the number of shares available for issuance thereunder. TD Group reserved 8,119,668 shares of its common stock
for issuance to key employees, directors or consultants under the plan. Awards under the plan were in the form of
options, restricted stock or other stock-based awards. Options granted under the plan expire no later than the
tenth anniversary of the applicable date of grant of the options, and have an exercise price of not less than the fair
market value of our common stock on the date of grant. Restricted stock granted under the plan vested over three
years. No restricted stock units remained outstanding as of September 30, 2018.
Performance Vested Stock Options—All of the options granted under the 2006 stock incentive plan have
been pursuant to an equity incentive program adopted by the Company in 2008. Under the 2008 equity incentive
program, all of the options granted vest based on the Company’s achievement of established operating
F-43

performance goals. The following table summarizes the activity, pricing and other information for the
Company’s performance vested stock-based award activity during the fiscal year ended September 30, 2024:
Number of
Options
Weighted-Average
Exercise Price Per
Option
Weighted-Average
Remaining
Contractual Term
Aggregate
Intrinsic Value
Outstanding at September 30, 2023 . . . . . . . . . . .
450,192
$211.49
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(375,977)
199.71
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Outstanding at September 30, 2024 . . . . . . . . . . .
74,215
$226.34
1.1 years
$89,116,630
Exercisable at September 30, 2024 . . . . . . . . . . . .
74,215
$226.34
1.1 years
$89,116,630
The 2006 stock incentive plan expired on March 14, 2016 and no further shares were granted under the plan
thereafter.
The total intrinsic value of performance options exercised during the fiscal years ended September 30, 2024,
2023 and 2022 was $794 million, $500 million and $279 million, respectively.
Dividends and Dividend Equivalent Plans
Until August 5, 2022, pursuant to the 2014 Stock Option Plan Dividend Equivalent Plan and the Third
Amended and Restated 2006 Stock Incentive Plan Dividend Equivalent Plan, all of the vested options granted
under the existing stock option plans were entitled to certain dividend equivalent payments in the event of the
declaration of a special dividend by the Company. On August 5, 2022, the Board of Directors adopted the Fourth
Amended and Restated TransDigm Group Incorporated 2006 Stock Incentive Plan Dividend Equivalent Plan, the
Amended and Restated 2014 Stock Option Plan Dividend Equivalent Plan and the 2019 Stock Option Plan
Dividend Equivalent Plan, pursuant to which, all of the vested options granted under the existing stock option
plans, except for grants to the members of the Board of Directors, are entitled to certain dividend equivalent
payments in the event of the declaration of a special dividend by the Company. The amendments did not
represent a change in the Company’s practice. In August 2022, all members of the Board of Directors at that time
executed amendments to their option agreements resulting in the directors no longer receiving dividend
equivalent payments in cash, but rather for special dividends declared after June 1, 2022, special dividends result
in a reduction of strike price.
In fiscal 2024, the Company’s Board of Directors authorized and declared $110.00 in special dividends on
each outstanding share of common stock and cash dividend equivalent payments on eligible vested options
outstanding under its stock option plans: $35.00 in November 2023 (also paid in November 2023) and $75.00 in
September 2024. The special dividends totaled $6,153 million, of which $1,937 million was paid in the first
quarter of fiscal 2024 and the remaining $4,216 million is accrued as of September 30, 2024.
Subsequent Event—$75.00 Special Dividend Payment—The Company paid $4,216 million and
$132 million in special dividend and dividend equivalents, respectively, in October 2024.
Dividend equivalents on vested options were $233 million, $38 million and $86 million during the fiscal
years ended September 30, 2024, 2023 and 2022, respectively. At September 30, 2024, there was $180 million
recorded in accrued and other current liabilities and $47 million recorded in other non-current liabilities on the
consolidated balance sheets related to future dividend equivalent payments.
F-44

17. LEASES
The Company leases certain manufacturing facilities, offices, land, equipment and vehicles. Such leases,
some of which are noncancellable and, in many cases, include renewals, expire at various dates. Such options to
renew are included in the lease term when it is reasonably certain that the option will be exercised. The
Company’s lease agreements typically do not contain any significant residual value guarantees or restrictive
covenants, and payments within certain lease agreements are adjusted periodically for changes in an index or
rate.
The Company determines if an arrangement is a lease at inception. Operating lease assets and liabilities are
recognized at the commencement date of the lease based on the present value of lease payments over the lease
term. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities
represent the Company’s obligation to make lease payments arising from the lease. The discount rate implicit
within our leases is generally not determinable and therefore we determine the discount rate based on our
incremental borrowing rate. The incremental borrowing rate for our leases is determined based on the lease term
and the currency in which lease payments are made. The length of a lease term includes options to extend or
terminate the lease when it is reasonably certain that the Company will exercise those options. The Company
made an accounting policy election to not recognize lease assets or liabilities for leases with a term of twelve
months or less. Additionally, when accounting for leases, the Company combines payments for leased assets,
related services and other components of a lease.
The components of lease expense for the fiscal years ended September 30, 2024 and 2023 are as follows (in
millions):
Fiscal Years Ended
September 30,
Classification
2024
2023
Operating lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales or selling and
administrative expenses
$22
$21
Finance lease cost:
Amortization of leased assets . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales
12
9
Interest on lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense—net
16
13
Total lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$50
$43
Supplemental cash flow information related to leases for the fiscal years ended September 30, 2024 and
2023 is as follows (in millions):
Fiscal Years Ended
September 30,
2024
2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$21
$21
Operating cash outflows from finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
10
Financing cash outflows from finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
5
Right-of-use assets obtained in exchange for lease obligations:
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$21
$17
Financing leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
48
F-45

Supplemental balance sheet information related to leases is as follows (in millions):
Classification
September 30, 2024 September 30, 2023
Operating Leases
Operating lease right-of-use assets . . . . . . .
Other non-current assets
$ 61
$ 64
Current operating lease liabilities . . . . . . . .
Accrued and other current
liabilities
19
16
Long-term operating lease liabilities . . . . . Other non-current liabilities
43
51
Total operating lease liabilities . . . .
$ 62
$ 67
Finance Leases
Finance lease right-of-use assets, net . . . . .
Property, plant and
equipment—net
$252
$176
Current finance lease liabilities . . . . . . . . .
Current portion of
long-term debt
6
5
Long-term finance lease liabilities . . . . . . .
Long-term debt
256
188
Total finance lease liabilities . . . . . .
$262
$193
As of September 30, 2024, the Company has the following remaining lease term and weighted average
discount rates:
Weighted-average remaining lease term
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.4 years
Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21.0 years
Weighted-average discount rate
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.1%
Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.0%
Maturities of lease liabilities at September 30, 2024 are as follows (in millions):
Operating
Leases
Finance
Leases
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$22
$ 20
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
21
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
22
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
23
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
23
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
432
Total future minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75
541
Less: imputed interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
279
Present value of lease liabilities reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$62
$262
18. FAIR VALUE MEASUREMENTS
The following table presents our assets and liabilities that are measured at fair value on a recurring basis and
are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of
the inputs used to determine fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets,
quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than
F-46

quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are
unobservable inputs for the asset or liability. A financial asset or liability’s classification within the hierarchy is
determined based on the lowest level input that is significant to the fair value measurement.
The following summarizes the carrying amounts and fair values of financial instruments (in millions):
September 30, 2024
September 30, 2023
Level
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
$6,261
$6,261
$3,472
$3,472
Interest rate swap agreements (1) . . . . . . . . . . . . . . . . . . . . . . . .
2
34
34
103
103
Interest rate cap agreements (1) . . . . . . . . . . . . . . . . . . . . . . . . .
2
20
20
—
—
Foreign currency forward exchange contracts (1) . . . . . . . . . . .
2
3
3
—
—
Interest rate swap agreements (2) . . . . . . . . . . . . . . . . . . . . . . . .
2
—
—
41
41
Interest rate cap agreements (2) . . . . . . . . . . . . . . . . . . . . . . . . .
2
—
—
53
53
Interest rate collar agreements (2) . . . . . . . . . . . . . . . . . . . . . . .
2
3
3
17
17
Liabilities:
Interest rate swap agreements (3) . . . . . . . . . . . . . . . . . . . . . . . .
2
1
1
—
—
Interest rate cap agreements (3) . . . . . . . . . . . . . . . . . . . . . . . . .
2
1
1
—
—
Foreign currency forward exchange contracts (3) . . . . . . . . . . .
2
—
—
5
5
Interest rate swap agreements (4) . . . . . . . . . . . . . . . . . . . . . . . .
2
—
—
3
3
Interest rate cap agreements (4) . . . . . . . . . . . . . . . . . . . . . . . . .
2
—
—
1
1
Interest rate collar agreements (4) . . . . . . . . . . . . . . . . . . . . . . .
2
8
8
—
—
Short-term borrowings—trade receivable securitization
facility (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
486
486
349
349
Long-term debt, including current portion:
Term loans (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
8,642
8,694
6,179
6,212
2026 Secured Notes (5) . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
—
—
4,377
4,329
7.50% 2027 Notes (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
—
—
548
549
5.50% 2027 Notes (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
2,641
2,637
2,638
2,484
2028 Secured Notes (5) . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
2,077
2,160
2,071
2,069
4.625% 2029 Notes (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
1,194
1,160
1,193
1,047
2029 Secured Notes (5) . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
2,727
2,836
—
—
4.875% 2029 Notes (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
746
729
745
654
2030 Secured Notes (5) . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
1,438
1,519
1,436
1,423
2031 Secured Notes (5) . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
984
1,058
—
—
2032 Secured Notes (5) . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
2,180
2,291
—
—
2033 Secured Notes (5) . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
1,486
1,521
—
—
Government refundable advances . . . . . . . . . . . . . . . . . .
2
17
17
21
21
Finance lease obligations . . . . . . . . . . . . . . . . . . . . . . . . .
2
262
262
193
193
(1)
Included in prepaid expenses and other on the consolidated balance sheets.
(2)
Included in other assets on the consolidated balance sheets.
(3)
Included in accrued and other current liabilities on the consolidated balance sheets.
(4)
Included in other non-current liabilities on the consolidated balance sheets.
(5)
The carrying amount of the debt instrument is presented net of the debt issuance costs, premium and
discount. Refer to Note 10, “Debt,” for gross carrying amounts.
The Company values its financial instruments using an industry standard market approach, in which prices
and other relevant information are generated by market transactions involving identical or comparable assets or
liabilities. No financial instruments were recognized or disclosed using unobservable inputs (i.e., Level 3).
F-47

The Company’s derivatives consist of interest rate swap, cap and collar agreements and foreign currency
exchange contracts. The fair values of the interest rate swap, cap and collar agreements were derived by taking
the net present value of the expected cash flows using observable market inputs (Level 2) such as SOFR rate
curves, futures, volatilities and basis spreads (when applicable). The fair values of the foreign currency exchange
contracts were derived by using Level 2 inputs based on observable spot and forward exchange rates in active
markets. There has not been any impact to the fair value of derivative liabilities due to the Company’s own credit
risk. Similarly, there has not been any material impact to the fair value of derivative assets based on the
Company’s evaluation of counterparties’ credit risks.
The estimated fair value of the Company’s term loans was based on information provided by the agent
under the Company’s Credit Agreement. The estimated fair values of the Company’s notes were based upon
quoted market prices.
The fair value of cash and cash equivalents, trade accounts receivable-net and accounts payable
approximated carrying value due to the short-term nature of these instruments at September 30, 2024 and 2023.
19. DERIVATIVES AND HEDGING ACTIVITIES
The Company is exposed to, among other things, the impact of changes in foreign currency exchange rates
and interest rates in the normal course of business. The Company’s risk management program is designed to
manage the exposure and volatility arising from these risks, and utilizes derivative financial instruments to offset
a portion of these risks. The Company uses derivative financial instruments only to the extent necessary to hedge
identified business risks and does not enter into such transactions for trading purposes. The Company generally
does not require collateral or other security with counterparties to these financial instruments and is therefore
subject to credit risk in the event of nonperformance; however, the Company monitors credit risk and currently
does not anticipate nonperformance by other parties. These derivative financial instruments do not subject the
Company to undue risk, as gains and losses on these instruments generally offset gains and losses on the
underlying assets, liabilities, or anticipated transactions that are being hedged. The Company has agreements
with each of its swap, cap and collar counterparties that contain a provision whereby if the Company defaults on
the Credit Agreement, the Company could also be declared in default on its swaps, cap and collars resulting in an
acceleration of settlement under the swaps, cap and collars.
All derivative financial instruments are recorded at fair value in the consolidated balance sheets. For a
derivative that has not been designated as an accounting hedge, the change in the fair value is recognized
immediately through earnings. For a derivative that has been designated as an accounting hedge of an existing
asset or liability (a fair value hedge), the change in the fair value of both the derivative and underlying asset or
liability is recognized immediately through earnings. For a derivative designated as an accounting hedge of an
anticipated transaction (a cash flow hedge), the change in the fair value is recorded on the consolidated balance
sheets in accumulated other comprehensive loss to the extent the derivative is effective in mitigating the exposure
related to the anticipated transaction. The change in the fair value related to the ineffective portion of the hedge,
if any, is immediately recognized in earnings. The amount recorded within accumulated other comprehensive
loss is reclassified into earnings in the same period during which the underlying hedged transaction affects
earnings.
Interest Rate Swap, Cap and Collar Agreements—Interest rate swap, cap and collar agreements are used to
manage interest rate risk associated with floating rate borrowings under our Credit Agreement. These agreements
involve the receipt of floating rate amounts in exchange for fixed rate interest payments over the term of the
agreements without an exchange of the underlying principal amount. The agreements utilized by the Company
effectively modify the Company’s exposure to interest rate risk by converting a portion of the Company’s
floating rate debt to a fixed rate basis from the effective date through the maturity date of the respective interest
rate swap, cap and collar agreements, thereby reducing the impact of interest rate movements on future interest
expense.
F-48

During the second quarter of fiscal 2023, we entered into LIBOR to Term SOFR basis interest rate swap and
cap transactions to effectively convert our existing swaps and cap from LIBOR-based to Term SOFR-based. The
basis swaps and cap offset the LIBOR exposure of the existing swaps and cap and effectively fix the Term SOFR
rate for the notional amount. We also entered into forward starting interest rate collar agreements during the
second quarter of fiscal 2023. The interest rate collar agreements establish a range where we will pay the
counterparties if the three-month Term SOFR rate falls below the established floor rate of 2.00%, and the
counterparties will pay us if the three-month Term SOFR rate exceeds the ceiling rate of 3.50%. The collar will
settle quarterly from the effective date through the maturity date. No payments or receipts will be exchanged on
the interest rate collar contracts unless interest rates rise above or fall below the contracted ceiling or floor rates.
During the third quarter of fiscal 2024, we entered into forward starting interest rate collar agreements. The
interest rate collar agreements establish a range where we will pay the counterparties if the three-month Term
SOFR rate falls below the established floor rate of 2.50%, and the counterparties will pay us if the three-month
Term SOFR rate exceeds the ceiling rate of 4.50%. The collar will settle quarterly from the effective date through
the maturity date. No payments or receipts will be exchanged on the interest rate collar contracts unless interest
rates rise above or fall below the contracted ceiling or floor rates.
The tables below summarize the key terms of the swaps, cap and collars as of September 30, 2024
(aggregated by effective date).
Interest rate swap agreements:
Aggregate
Notional Amount
(in millions)
Effective Date
Maturity Date
Conversion of Related Variable Rate Debt subject to Term SOFR to
Fixed Rate of:
$500
3/31/2023
3/31/2025
6.25% (3.00% plus the 3.25% margin percentage)
$1,500
3/31/2023
3/31/2025
6.35% (3.10% plus the 3.25% margin percentage)
$700
3/31/2023
9/30/2025
4.55% (1.30% plus the 3.25% margin percentage)
Interest rate cap agreement:
Aggregate
Notional Amount
(in millions)
Effective Date
Maturity Date
Offsets Variable Rate Debt Attributable to
Fluctuations Above:
$700
3/31/2023
9/30/2025
Three-month Term SOFR rate of 1.25%
Interest rate collar agreements:
Aggregate
Notional Amount
(in millions)
Effective Date
Maturity Date
Offsets Variable Rate Debt Attributable to
Fluctuations Below and Above:
$1,100
3/31/2025
9/30/2026
Three-month Term SOFR rate of 2.00% (floor) and 3.50% (cap)
$500
9/30/2025
9/30/2026
Three-month Term SOFR rate of 2.00% (floor) and 3.50% (cap)
$1,338
9/30/2025
9/30/2027
Three-month Term SOFR rate of 2.50% (floor) and 4.50% (cap)
$1,550
9/30/2026
9/30/2027
Three-month Term SOFR rate of 2.50% (floor) and 4.50% (cap)
These derivative instruments qualify as effective cash flow hedges under U.S. GAAP. For the LIBOR to
Term SOFR basis interest rate swap and cap agreements referenced above, we applied the practical expedients
permissible under ASC 848 to continue hedge accounting for our existing swaps and cap as effective cash flow
hedges. For our cash flow hedges, the effective portion of the gain or loss from the financial instruments is
initially reported as a component of accumulated other comprehensive loss in stockholders’ deficit and
subsequently reclassified into earnings in the same line as the hedged item in the same period or periods during
which the hedged item affects earnings. As the interest rate swap, cap and collar agreements are used to manage
interest rate risk, any gains or losses from the derivative instruments that are reclassified into earnings are
recognized in interest expense-net in the consolidated statements of income. Cash flows related to the derivative
contracts are included in cash flows from operating activities on the consolidated statements of cash flows.
F-49

Certain derivative asset and liability balances are offset where master netting agreements provide for the
legal right of setoff. For classification purposes, we record the net fair value of each type of derivative position
that is expected to settle in less than one year with each counterparty as a net current asset or liability and each
type of long-term position as a net non-current asset or liability. The amounts shown in the table below represent
the gross amounts of recognized assets and liabilities, the amounts offset in the consolidated balance sheets and
the net amounts of assets and liabilities presented therein (in millions):
September 30, 2024
September 30, 2023
Asset
Liability
Asset
Liability
Interest rate cap agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$20
$ 1
$ 53
$
1
Interest rate collar agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
8
17
—
Interest rate swap agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
1
144
3
Net derivatives as classified in the consolidated balance sheets (1) . . . .
$57
$10
$214
$
4
(1)
Refer to Note 18, “Fair Value Measurements,” for the consolidated balance sheets classification of the
Company’s interest rate swap, cap and collar agreements. The decrease in the interest rate cap, collar and
swap assets is primarily attributable to a downward trend in Term SOFR during fiscal 2024.
Based on the fair value amounts determined as of September 30, 2024, the estimated net amount of existing
(gains) losses and caplet amortization expected to be reclassified into interest expense-net within the next twelve
months is approximately $(25) million.
Foreign Currency Forward Exchange Contracts—The Company transacts business in various foreign
currencies, which subjects the Company’s cash flows and earnings to exposure related to changes in foreign
currency exchange rates. These exposures arise primarily from purchases or sales of products and services from
third parties. 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. At
September 30, 2024, the Company has outstanding foreign currency forward exchange contracts to sell U.S.
dollars with notional amounts of $120 million. The maximum duration of the Company’s foreign currency cash
flow hedge contracts at September 30, 2024 is twelve months. These notional values consist of contracts for the
Canadian dollar and the euro and are stated in U.S. dollar equivalents at spot exchange rates at the respective
trade dates. Amounts related to foreign currency forward exchange contracts included in accumulated other
comprehensive loss in stockholders’ deficit are reclassified into net sales when the hedged transaction settles.
During the fiscal year ended September 30, 2024, the losses reclassified on settlements of foreign currency
forward exchange contracts designated as cash flow hedges into net sales was approximately $4 million. The
losses were previously recorded as a component of accumulated other comprehensive loss in stockholders’
deficit. As of September 30, 2024, the Company expects to record a net gain of approximately $3 million on
foreign currency forward exchange contracts designated as cash flow hedges to net sales over the next twelve
months.
F-50

20. ACCUMULATED OTHER COMPREHENSIVE LOSS
The following table presents the total changes by component in accumulated other comprehensive loss
(“AOCL”), net of taxes, for the fiscal years ended September 30, 2024 and 2023 (in millions):
Unrealized gains
(losses) on
derivatives (1)
Pension and
postretirement
benefit plans
adjustment (2)
Foreign
currency
translation
adjustment (3)
Total
Balance at September 30, 2022 . . . . . . . . . . . . . . . . . . . . . . . .
$ 123
$(10)
$(380)
$(267)
Net current-period other comprehensive income (4) . . . .
20
12
137
169
Balance at September 30, 2023 . . . . . . . . . . . . . . . . . . . . . . . .
143
2
(243)
(98)
Net current-period other comprehensive (loss)
income (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(124)
(1)
181
56
Balance at September 30, 2024 . . . . . . . . . . . . . . . . . . . . . . . .
$
19
$
1
$ (62)
$ (42)
(1)
Represents unrealized (losses) gains on derivatives designated and qualifying as cash flow hedges, net of
taxes, of $(37) million, $6 million and $112 million for the fiscal years ended September 30, 2024, 2023 and
2022, respectively.
(2)
There were no material pension liability adjustments, net of taxes, related to activity for the defined pension
plans and postretirement benefit plans for the fiscal years ended September 30, 2024 and 2023.
(3)
Represents gains (losses) resulting from foreign currency translation of financial statements, including gains
(losses) from certain intercompany transactions, into U.S. dollars at the rates of exchange in effect at the
balance sheet dates. Refer to Note 1, “Summary of Significant Accounting Policies,” for additional
information.
(4)
Presented net of reclassifications out of AOCL into earnings, specifically net sales and interest expense-net,
for realized (losses) gains on derivatives designated and qualifying as cash flow hedges of $(3) million (net
of taxes of $(1) million) and $106 million (net of taxes of $33 million), respectively, for the fiscal year
ended September 30, 2024 and $(3) million (net of taxes of $(1) million) and $71 million (net of taxes of
$22 million) for the fiscal year ended September 30, 2023, respectively.
F-51

TRANSDIGM GROUP INCORPORATED
VALUATION AND QUALIFYING ACCOUNTS
FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2024, 2023, AND 2022
(Amounts in millions)
Column A
Column B
Column C
Column D
Column E
Balance at
Beginning of
Period
Additions
Divestitures &
Deductions from
Reserve (1)
Balance at
End of
Period
Description
Charged to Costs
and Expenses
Acquisitions &
Purchase Price
Adjustments
Year Ended September 30, 2024
Allowance for uncollectible accounts . . .
$ 31
$ 3
$ —
$ (2)
$ 32
Inventory valuation reserves . . . . . . . . .
209
35
11
(19)
236
Valuation allowance for deferred tax
assets . . . . . . . . . . . . . . . . . . . . . . . . .
227
91
—
—
318
Year Ended September 30, 2023
Allowance for uncollectible accounts . . .
$ 35
$ 4
$ —
$ (8)
$ 31
Inventory valuation reserves . . . . . . . . .
196
20
—
(7)
209
Valuation allowance for deferred tax
assets . . . . . . . . . . . . . . . . . . . . . . . . .
137
90
—
—
227
Year Ended September 30, 2022
Allowance for uncollectible accounts . . .
$ 30
$ 9
$ —
$ (4)
$ 35
Inventory valuation reserves . . . . . . . . .
194
21
3
(22)
196
Valuation allowance for deferred tax
assets . . . . . . . . . . . . . . . . . . . . . . . . .
74
62
1
—
137
(1)
The amounts in this column represent the impact from divestitures, charge-offs net of recoveries and the
impact of foreign currency translation adjustments.
F-52

EXHIBIT INDEX
TO FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 2024
Exhibit No.
Description
3.184
Amended and Restated Certificate of Incorporation of Iceman Holdco, Inc.
3.192
Second Amended and Restated Limited Liability Company Agreement of King Nutronics, LLC
3.221
First Amended and Restated Limited Liability Company Agreement of Medtherm Labs, LLC
3.251
Second Amended and Restated Limited Liability Company Agreement of Raptor Labs HoldCo,
LLC
3.252
First Amended and Restated Limited Liability Company Agreement of Raptor Labs Intermediate,
LLC
3.258
Second Amended and Restated Limited Liability Company Agreement of Sensor Concepts, LLC
3.274
Fourth Amended and Restated Limited Liability Company Agreement of Space Electronics LLC
3.288
Certificate of Articles of Incorporation of TestVonics, Inc.
3.289
Second Amended and Restated Bylaws of TestVonics, Inc.
10.25
Form of Stock Option Grant Notice and Agreement for executive officers under the TransDigm
Group Incorporated 2019 Stock Option Plan for options awarded in fiscal 2025*
10.26
Form of Stock Option Grant Notice and Agreement for directors under the TransDigm Group
Incorporated 2019 Stock Option Plan for options awarded in fiscal 2025*
10.67
Sixteenth Amendment to the Receivables Purchase Agreement dated as of May 28, 2024, among
TransDigm Receivables LLC, TransDigm Inc., PNC Bank, National Association, as a Committed
Purchaser, as Purchaser Agent for its Purchaser Group and as Administrator, and Wells Fargo Bank,
National Association, as a Committed Purchaser and as Purchaser Agent for its Purchaser Group**
19.1
TransDigm Group Incorporated Amended and Restated Insider Trading and Confidentiality Policy
Statement*
21.1
Subsidiaries of TransDigm Group Incorporated
22.1
Listing of Subsidiary Guarantors
23.1
Consent of Independent Registered Public Accounting Firm
31.1
Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to
Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification by Principal Financial Officer of TransDigm Group Incorporated pursuant to
Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification by Principal Financial Officer of TransDigm Group Incorporated pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline XBRL Instance Document: The XBRL Instance Document does not appear in the
Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
104
Cover Page Interactive Data File: the cover page XBRL tags are embedded within the Inline
XBRL document and are contained within Exhibit 101
*
Indicates management contract or compensatory plan contract or arrangement.
**
Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish on a
supplemental basis a copy of any omitted schedule or exhibit upon request by the Securities and Exchange Commission.

Reconciliations of Non-GAAP Measures to Most Directly Comparable U.S. GAAP Measures
RECONCILIATION OF INCOME FROM CONTINUING OPERATIONS TO EBITDA AND EBITDA AS DEFINED
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
(Amounts in millions)
Net sales . . . . . . . . . . . . . $ 52 $ 57 $ 63 $ 78 $ 111 $ 131 $ 151 $ 201 $ 249 $ 293 $ 301 $ 374 $ 435 $ 593 $ 714 $ 762 $ 828 $1,206 $1,700 $1,924 $2,373 $2,707 $3,171 $3,504 $3,811 $5,223 $5,103 $4,798 $5,429 $6,585 $7,940
Income (loss) from
continuing
operations . . . . . . . . . . $
(5) $ — $
1 $
3 $ 14 $ (17) $ 11 $ 14 $ 31 $ (76) $ 14 $ 35 $ 25 $ 89 $ 133 $ 163 $ 163 $ 152 $ 325 $ 303 $ 307 $ 447 $ 586 $ 629 $ 962 $ 841 $ 653 $ 681 $ 866 $1,299 $1,715
Depreciation and
amortization expense . .
7
7
7
6
7
6
7
9
13
10
18
17
16
24
25
28
30
61
68
73
96
94
122
141
129
226
283
253
253
268
312
Interest expense, net . . . . .
5
5
5
3
3
23
28
32
37
43
75
80
77
92
93
84
112
185
212
271
348
419
484
602
663
859
1,029
1,059
1,076
1,164
1,286
Income tax provision
(benefit) . . . . . . . . . . . .
(2)
—
2
5
13
(2)
8
9
17
(45)
6
23
16
53
74
88
88
77
163
146
142
189
182
209
24
222
87
34
261
417
500
Warrant put value
adjustment . . . . . . . . . .
1
1
2
5
7
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Extraordinary item . . . . . .
—
—
—
2
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
EBITDA . . . . . . . . . . . . .
6
13
17
24
44
10
54
64
98
(68)
113
155
134
258
325
363
393
475
768
793
893
1,149
1,374
1,581
1,778
2,148
2,052
2,027
2,456
3,148
3,813
Merger expense . . . . . . . .
—
—
—
—
—
40
—
—
—
176
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Refinancing costs . . . . . . .
—
—
—
—
—
—
—
—
—
—
—
—
49
—
—
—
—
72
—
30
132
18
16
40
6
3
28
37
1
56
58
Acquisition and divestiture
transaction-related
costs . . . . . . . . . . . . . .
4
—
—
1
—
1
—
8
—
15
20
2
1
9
2
6
12
30
19
26
21
37
57
31
29
169
31
35
18
18
70
Non-cash compensation
and deferred
compensation costs . . .
—
—
—
—
—
—
—
—
—
1
6
7
1
6
6
6
7
13
22
49
26
32
48
46
59
93
93
130
184
157
217
One-time special bonus . .
—
—
—
—
—
—
—
—
—
—
—
—
6
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
COVID-19 pandemic
restructuring costs . . . .
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
54
40
—
—
—
Gain on sale of
businesses . . . . . . . . . .
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(69)
(7)
—
—
Other . . . . . . . . . . . . . . . .
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2
1
(2)
—
13
5
6
20
(11)
(6)
16
15
Public offering costs . . . . .
—
—
—
—
—
—
—
—
—
—
—
—
3
2
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
EBITDA As Defined . . . . $ 10 $ 13 $ 17 $ 25 $ 44 $ 51 $ 54 $ 72 $ 98 $ 124 $ 139 $ 164 $ 194 $ 275 $ 333 $ 375 $ 412 $ 590 $ 809 $ 900 $1,073 $1,234 $1,495 $1,711 $1,877 $2,419 $2,278 $2,189 $2,646 $3,395 $4,173
EBITDA As Defined
Margin . . . . . . . . . . . . . 19.2% 22.8% 27.0% 32.1% 39.6% 38.9% 35.8% 35.8% 39.4% 42.3% 46.2% 43.9% 44.6% 46.4% 46.6% 49.2% 49.8%
48.9%
47.6%
46.8%
45.2%
45.6%
47.1%
48.8%
49.3%
46.3%
44.6%
45.6%
48.7%
51.6%
52.6%
RECONCILIATION OF INCOME FROM CONTINUING OPERATIONS TO ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE
2020
2021
2022
2023
2024
(Amounts in millions)
Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 653
$ 681
$ 866
$1,299
$1,715
Gross adjustments from EBITDA to EBITDA As Defined . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
226
162
190
247
360
Purchase accounting backlog amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
11
7
4
13
Tax adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(103)
(146)
(65)
(73)
(122)
Adjusted Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 829
$ 708
$ 998
$1,477
$1,966
Weighted-average shares outstanding under the two-class method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57.3
58.4
58.2
57.2
57.8
Adjusted Earnings Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$14.47
$12.13
$17.14
$25.84
$33.99

[THIS PAGE INTENTIONALLY LEFT BLANK]

[THIS PAGE INTENTIONALLY LEFT BLANK]