TransDigm Group Reports Fiscal 2026 Third Quarter Results (Form 8-K)

TransDigm Group Reports Fiscal 2026 Third Quarter Results

Cleveland, Ohio, August 4, 2026/PRNewswire/ -- TransDigm Group Incorporated (NYSE: TDG), a leading global designer, producer and supplier of highly engineered aircraft components, today reported results for the third quarter ended June 27, 2026.

Third quarter highlights include:

•Net sales of $2,741 million, up 23% from $2,237 million in the prior year's quarter;

•Net income of $540 million, up 10% from the prior year's quarter;

•Earnings per share of $9.39, up 11% from the prior year's quarter;

•EBITDA As Defined of $1,447 million, up 19% from $1,217 million in the prior year's quarter;

•EBITDA As Defined margin of 52.8%;

•Adjusted earnings per share of $10.87, up 13% from $9.60 in the prior year's quarter; and

•Upward revision to fiscal 2026 financial guidance.

Quarter-to-Date Results

Net sales for the quarter increased 23%, or $504 million, to $2,741 million from $2,237 million in the comparable quarter a year ago. Organic sales growth as a percentage of net sales was 13%.

Net income for the quarter increased $47 million, or 10%, to $540 million from $493 million in the comparable quarter a year ago. The increase in net income primarily reflects the increase in net sales described above and the application of our value-driven operating strategy. The increase was partially offset by higher selling and administration expense and higher interest expense.

Adjusted net income for the quarter increased 12% to $624 million, or $10.87 per share, from $558 million, or $9.60 per share, in the comparable quarter a year ago.

EBITDA for the quarter increased 20% to $1,345 million from $1,123 million for the comparable quarter a year ago. EBITDA As Defined for the quarter increased 19% to $1,447 million compared with $1,217 million in the comparable quarter a year ago. EBITDA As Defined as a percentage of net sales for the quarter was 52.8% compared with 54.4% in the comparable quarter a year ago.

"Our team executed another strong quarter, and we are very pleased with our results," stated Mike Lisman, TransDigm Group's CEO. "All three of our major market channels again delivered double-digit growth compared to the prior year's third quarter. Commercial aftermarket growth of 17% remained strong this quarter. Commercial OEM grew nicely as well as the aircraft OEMs continue to increase build rates. Meanwhile, Defense saw another quarter of consistent growth and also built sizable backlog. Our reported EBITDA As Defined margin for the quarter was 52.8%. Adjusting for acquisition dilution, our base businesses continued to expand EBITDA margins on a year-over-year basis as the team executes on our value drivers.

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After the quarter ended, we announced the acquisition of Prince & Izant for approximately $1.07 billion. Prince & Izant's highly engineered, proprietary products are sold primarily into the aerospace and defense, aeroderivative turbine, and transportation end markets, and we believe the business will be an excellent fit within TransDigm.

Additionally, during the third quarter, we returned capital of approximately $1.0 billion to our shareholders through share repurchases bringing our year-to-date repurchases of our common stock to over $1.8 billion. As we look ahead to the remainder of fiscal 2026, we have significant liquidity and financial flexibility to address any likely range of capital requirements and remain highly focused on our capital allocation.

As always, we remain committed to our operating strategy and the TransDigm value drivers. We look forward to the opportunity to continue creating value for our shareholders as we finish our fiscal 2026."

Acquisition Activity

As previously announced on April 7, 2026, TransDigm completed the acquisition of Jet Parts Engineering and Victor Sierra for approximately $2.2 billion in cash. Jet Parts Engineering is a leading independent designer and manufacturer of aerospace aftermarket solutions, primarily proprietary OEM-alternative parts and repairs. Victor Sierra is a leading designer, manufacturer, and distributor of proprietary PMA and other aftermarket parts serving the commercial aerospace end market - primarily the general aviation and business aviation sectors.

Subsequent to the quarter-end and as previously announced on July 27, 2026, TransDigm entered into a definitive agreement to acquire Prince & Izant ("P&I") from Industrial Growth Partners for approximately $1.07 billion in cash, including certain tax benefits. P&I is a global designer and manufacturer of highly engineered brazing alloys and specialty metal components used across a range of advanced performance and high cost-of-failure applications. P&I primarily supports the aerospace and defense, aeroderivative turbine, and transportation end markets. Additionally, but to a lesser degree, P&I serves the medical and general industrial end markets.

Financing Activity

During the quarter, on April 17, 2026, TransDigm completed an incremental debt offering of $1.5 billion of new debt consisting of an additional $0.5 billion of 6.125% Senior Subordinated Notes maturing July 31, 2034 and $1.0 billion of additional Tranche N term loans maturing February 13, 2033.

Share Repurchase Activity

During the third quarter of fiscal 2026, TransDigm repurchased 809,101 shares of its common stock at an average price per share of $1,208 for a total amount of $1.0 billion. For the thirty-nine week period ended June 27, 2026, TransDigm repurchased 1,496,383 shares of its common stock at an average price per share of $1,207 for a total amount of $1.8 billion.

Year-to-Date Results

Net sales for the thirty-nine week period ended June 27, 2026 increased 18%, or $1,175 million, to $7,569 million from $6,394 million in the comparable period a year ago. Organic sales growth as a percentage of net sales for fiscal 2026 was 10%.

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Net income for the thirty-nine week period ended June 27, 2026 increased $56 million, or 4%, to $1,521 million from $1,465 million in the comparable period a year ago. The increase in net income primarily reflects the increase in net sales described above and the application of our value-driven operating strategy. The increase was offset by higher selling and administrative expenses and higher interest expense.

GAAP earnings per share were reduced for the thirty-nine week periods ended June 27, 2026 and June 28, 2025 by $1.02 per share and $0.83 per share, respectively, as a result of dividend equivalent payments made during each year. As a reminder, GAAP earnings per share are reduced when TransDigm makes dividend equivalent payments pursuant to its stock option plans. These dividend equivalent payments are made during TransDigm's first fiscal quarter each year and also upon payment of any special dividends.

Adjusted net income for the thirty-nine week period ended June 27, 2026 increased 9% to $1,677 million, or $28.94 per share, from $1,543 million, or $26.53 per share, in the comparable period a year ago.

EBITDA for the thirty-nine week period ended June 27, 2026 increased 15% to $3,781 million from $3,299 million for the comparable period a year ago. EBITDA As Defined for the period increased 16% to $3,981 million compared with $3,441 million in the comparable period a year ago. EBITDA As Defined as a percentage of net sales for the period was 52.6% compared with 53.8% in the comparable period a year ago.

Please see the attached tables for a reconciliation of net income to EBITDA, EBITDA As Defined, and adjusted net income; a reconciliation of net cash provided by operating activities to EBITDA and EBITDA As Defined; and a reconciliation of earnings per share to adjusted earnings per share for the periods discussed in this press release.

Fiscal 2026 Outlook

Mr. Lisman stated, "Our strong third quarter performance is enabling us to increase our guidance for the full year. Bookings have exceeded expectations, and we see the current momentum continuing. At the mid-point, we are increasing guidance for sales by $150 million, EBITDA As Defined by $100 million, and adjusted EPS by $1.52.

Additionally, we are shifting our market channel guidance upward to reflect our latest market growth expectations." The guidance excludes any contribution from the pending acquisition of P&I.

TransDigm now expects fiscal 2026 financial guidance to be as follows:

•Net sales are anticipated to be in the range of $10,470 million to $10,550 million compared with $8,831 million in fiscal 2025, an increase of 19% at the midpoint (an increase of $150 million at the midpoint from prior guidance);

•Net income is anticipated to be in the range of $2,102 million to $2,150 million compared with $2,074 million in fiscal 2025, an increase of 3% at the midpoint (an increase of $60 million at the midpoint from prior guidance);

•Earnings per share is expected to be in the range of $35.38 to $36.21 per share based upon weighted average shares outstanding of 57.7 million shares, compared with $32.08 per share in fiscal 2025, which is an increase of 12% at the midpoint (an increase of $1.20 per share at the midpoint from prior guidance);

•EBITDA As Defined is anticipated to be in the range of $5,490 million to $5,550 million compared with $4,760 million in fiscal 2025, an increase of 16% at the midpoint (an increase of $100 million at the midpoint from prior guidance and corresponding to an EBITDA As Defined margin guide of approximately 52.5% for fiscal 2026);

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•Adjusted earnings per share is expected to be in the range of $40.62 to $41.46 per share compared with $37.33 per share in fiscal 2025, an increase of 10% at the midpoint compared to prior year (and an increase of $1.52 per share at the midpoint from prior guidance); and

•Fiscal 2026 outlook is based on the following market growth assumptions:

◦Commercial OEM revenue growth in the mid-teens percentage range;

◦Commercial aftermarket revenue growth in the low double-digit percentage range; and

◦Defense revenue growth in the high single-digit to low double-digit percentage range.

Please see the attached Table 6 for a reconciliation of EBITDA, EBITDA As Defined to net income and reported earnings per share to adjusted earnings per share guidance midpoint estimated for the fiscal year ending September 30, 2026. Additionally, please see attached Table 7 for comparison of the current fiscal year 2026 guidance versus the previously issued fiscal year 2026 guidance.

Earnings Conference Call

TransDigm Group will host a conference call for investors and security analysts on August 4, 2026, beginning at 11:00 a.m., Eastern Time. To join the call telephonically, please register for the call at https://register-conf.media-server.com/register/BI7977bf81590d469998b139f1d3e8ff9a. Once registered, participants will receive the dial-in information and a unique pin to access the call. The dial-in information and unique pin will be sent to the email used to register for the call. The unique pin is exclusive to the registrant and can only be used by one person at a time. A live audio webcast of the call can also be accessed online at https://www.transdigm.com. A slide presentation will also be available for reference during the conference call; go to the investor relations page of our website and click on "Presentations."

The call will be archived on the website and available for replay at approximately 2:00 p.m., Eastern Time.

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About TransDigm Group

TransDigm Group, through its wholly-owned subsidiaries, is a leading global designer, producer and supplier of highly engineered aircraft components for use on nearly all commercial and military aircraft in service today. Major product offerings, substantially all of which are ultimately provided to end-users in the aerospace industry, include mechanical/electro-mechanical 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, engineered latching and locking devices, engineered rods, engineered connectors and elastomer sealing solutions, databus and power controls, 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, advanced sensor products, switches and relay panels, thermal protection and insulation, lighting and control technology, parachutes, high performance hoists, winches and lifting devices, and cargo loading, handling and delivery systems, specialized flight, wind tunnel and jet engine testing services and equipment, electronic components used in the generation, amplification, transmission and reception of microwave signals, and complex testing and instrumentation solutions.

Non-GAAP Supplemental Information

EBITDA, EBITDA As Defined, EBITDA As Defined margin, adjusted net income and adjusted earnings per share are non-GAAP financial measures presented in this press release as supplemental disclosures to net income and reported results. TransDigm Group defines EBITDA as earnings before interest, taxes, depreciation and amortization and defines EBITDA As Defined as EBITDA plus certain non-operating items recorded as corporate expenses, including non-cash compensation charges incurred in connection with TransDigm Group's stock option 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 our 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. TransDigm Group defines adjusted net income as net income plus purchase accounting backlog amortization expense, effects from the sale on businesses, non-cash compensation charges incurred in connection with TransDigm Group's stock option or deferred compensation plans, foreign currency gains and losses, acquisition-integration costs, acquisition transaction-related expenses, and refinancing costs. EBITDA As Defined margin represents EBITDA As Defined as a percentage of net sales. TransDigm Group defines adjusted diluted earnings per share as adjusted net income divided by the total outstanding shares for basic and diluted earnings per share. For more information regarding the computation of EBITDA, EBITDA As Defined, adjusted net income and adjusted earnings per share, please see the attached financial tables.

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TransDigm Group presents these non-GAAP financial measures because it believes that they are useful indicators of its operating performance. TransDigm Group believes that EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties to measure operating performance among companies with different capital structures, effective tax rates and tax attributes, capitalized asset values and employee compensation structures, all of which can vary substantially from company to company. In addition, analysts, rating agencies and others use EBITDA to evaluate a company's ability to incur and service debt. EBITDA As Defined is used to measure TransDigm Inc.'s compliance with the financial covenant contained in its credit facility. TransDigm Group's management also uses EBITDA As Defined to review and assess its operating performance, to prepare its annual budget and financial projections and to review and evaluate its management team in connection with employee incentive programs. Moreover, TransDigm Group's management uses EBITDA As Defined to evaluate acquisitions and as a liquidity measure. In addition, TransDigm Group's management uses adjusted net income as a measure of comparable operating performance between time periods and among companies as it is reflective of changes in pricing decisions, cost controls and other factors that affect operating performance.

None of EBITDA, EBITDA As Defined, EBITDA As Defined margin, adjusted net income or adjusted earnings per share is a measurement of financial performance under U.S. GAAP and such financial measures should not be considered as an alternative to net income, operating income, earnings per share, cash flows from operating activities or other measures of performance determined in accordance with U.S. GAAP. In addition, TransDigm Group's calculation of these non-GAAP financial measures may not be comparable to the calculation of similarly titled measures reported by other companies.

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.

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