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.”

“We estimate that approximately 55% of our net sales in fiscal year 2025 were generated from the aftermarket, the vast majority of which come from the commercial and military aftermarkets.”

“We estimate that approximately 90% of our net sales for fiscal year 2025 were generated by proprietary products.”

“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.”

“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.”

“The Non-aviation segment includes operations that primarily develop, produce and market products for non-aviation markets.”

“We predominantly serve customers in the commercial, regional, business jet and general aviation aftermarket, which generally account for 30% to 35% of our annual net sales; the commercial aerospace OEM market, comprising large commercial transport manufacturers and regional and business jet manufacturers, which generally account for 25% to 30% of our annual net sales; and the defense market”

“TransDigm’s operating units make aircraft seatbelts and cockpit security systems that keep passengers and pilots safe; parachutes that protect military personnel; and specialized equipment for the National Aeronautics and Space Administration’s (“NASA”) space telescopes”

“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 $1,386 million in cash.”

“On July 31, 2024, the Company acquired all the outstanding stock of Raptor Scientific for approximately $646 million in cash.”

“On June 2, 2025, the Company launched a tender offer to acquire all the issued and outstanding stock of Servotronics, Inc. (“Servotronics”), at a price of $47.00 per share in cash.”

“Simmonds, headquartered in Vergennes, Vermont, is a leading global designer and manufacturer of fuel & proximity sensing and structural health monitoring solutions for the aerospace and defense end markets.”

“For the fiscal year ended September 30, 2025, the Company completed a number of acquisitions ... for a total aggregate purchase price of $285 million in cash.”

“aircraft production rates remain well below pre-pandemic levels as the struggles in the OEM supply chain and labor challenges persist, along with geopolitical challenges, though progress continues to be made in the build rates.”

“Our commercial business is directly affected by, among other factors, changes in revenue passenger kilometers (“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.”

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

“Since the inception of our company in 1993, we have acquired 95 businesses and various product lines.”

“Total contractual cash obligations$40,736 $2,743 $5,934 $11,117 $20,942”

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

“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)”

“For fiscal year 2025, we generated net sales of $8,831 million, gross profit of $5,311 million or 60.1% of net sales, and net income attributable to TD Group of $2,074 million.”

“The increase in organic sales of $615 million for the fiscal year ended September 30, 2025 compared to the fiscal year ended September 30, 2024 is primarily related to increases in defense and commercial aftermarket.”

“Notwithstanding the most recent special cash dividend declared by the Company’s Board of Directors on August 20, 2025 of $90.00 per outstanding share of common stock, paid on September 12, 2025”

“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”

“All of the term loans under our term loan facility and the trade receivable securitization facility (the “Securitization Facility”) bear interest at variable rates based on the Term Secured Overnight Financing Rate (“Term SOFR”).”

“Goodwill recognized in accounting for mergers and acquisitions was $10,612 million at September 30, 2025, representing 46% of our total assets.”

“The military and defense market is significantly dependent upon government budget trends, particularly the DOD budget.”

“Most of our contracts do not permit us to recover increases in raw material prices, taxes or labor costs.”

“Future growth through acquisitions will be partially dependent upon the continued availability of suitable acquisition candidates at favorable prices and upon advantageous terms and conditions.”