TransDigm (NYSE: TDG) lifts 2026 outlook after strong Q2 growth
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
TransDigm Group reported strong fiscal 2026 second quarter results, with net sales of $2,544 million, up 18% from $2,150 million a year earlier. Net income rose to $536 million, an increase of 11.9%, and earnings per share reached $9.20, up 12%.
EBITDA As Defined grew 15.1% to $1,337 million, delivering a high margin of 52.6%. Adjusted earnings per share rose to $9.85 from $9.11. For the first half, net sales increased 16.2% to $4,828 million, and adjusted EPS climbed to $18.09 from $16.94.
The company completed the $2.2 billion acquisition of Jet Parts Engineering and Victor Sierra and has an agreement to buy Stellant Systems for about $960 million. It also returned $905 million to shareholders year-to-date through share repurchases. TransDigm raised its fiscal 2026 guidance, now targeting midpoint net sales of about $10.36 billion, EBITDA As Defined of about $5.42 billion, and adjusted EPS of about $39.52.
Positive
- Strong double-digit growth and profitability: Q2 net sales rose 18% to $2,544 million, net income increased 11.9% to $536 million, and EBITDA As Defined reached $1,337 million with a high 52.6% margin.
- Raised full-year 2026 guidance: Midpoint outlook increased by $420 million for net sales, $210 million for EBITDA As Defined, and $1.14 per share for adjusted EPS versus prior guidance.
- Strategic acquisitions and capital deployment: Closed the $2.2 billion Jet Parts Engineering and Victor Sierra acquisition, agreed to buy Stellant Systems for about $960 million, and executed $905 million of share repurchases year-to-date.
Negative
- None.
Insights
TransDigm posts double-digit Q2 growth and raises 2026 guidance, supported by acquisitions and buybacks.
TransDigm Group delivered Q2 net sales of $2,544 million, up 18%, with net income of $536 million and EBITDA As Defined of $1,337 million at a robust 52.6% margin. Adjusted EPS increased to $9.85, reflecting solid operational execution.
For the first half of fiscal 2026, net sales rose 16.2% to $4,828 million, while adjusted net income reached $1,053 million and adjusted EPS climbed to $18.09. Management attributes performance to its value-driven operating strategy and broad-based growth across commercial OEM, commercial aftermarket and defense.
The company closed the $2.2 billion Jet Parts Engineering and Victor Sierra deal, continues to pursue the approximately $960 million Stellant Systems acquisition, and executed substantial capital returns, with $905 million of share repurchases year-to-date. Updated 2026 guidance increases midpoint sales by $420 million, EBITDA As Defined by $210 million, and adjusted EPS by $1.14, while assuming double-digit commercial OEM growth and high single-digit growth in commercial aftermarket and defense.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Q2 net sales: $2,544 million
Q2 net income: $536 million
Q2 earnings per share: $9.20 per share
+5 more
8 metrics
Q2 net sales
$2,544 million
Thirteen weeks ended March 28, 2026; up 18% year over year
Q2 net income
$536 million
Thirteen weeks ended March 28, 2026; up 11.9% year over year
Q2 earnings per share
$9.20 per share
Basic and diluted EPS for thirteen weeks ended March 28, 2026
Q2 EBITDA As Defined
$1,337 million
Thirteen weeks ended March 28, 2026; margin 52.6%
Acquisition price
$2.2 billion
Cash purchase of Jet Parts Engineering and Victor Sierra completed April 7, 2026
Stellant Systems deal value
$960 million
Approximate cash consideration for pending Stellant Systems acquisition
Share repurchases year-to-date
$905 million
Stock repurchases in fiscal 2026 through early April 2026
FY 2026 EBITDA As Defined guidance midpoint
$5,420 million
Guidance midpoint for year ending September 30, 2026; 52.3% margin
Key Terms
EBITDA As Defined, adjusted earnings per share, dividend equivalent payments, Senior Subordinated Notes, +2 more
6 terms
EBITDA As Defined financial
"•EBITDA As Defined of $1,337 million, up 15% from $1,162 million in the prior year's quarter"
“EBITDA as defined” indicates a company’s specific version of EBITDA — a measure of profit that excludes interest, taxes, depreciation and amortization — where the company adds or removes particular items in its calculation. Investors should treat it like a recipe tweak: those adjustments can materially change how strong cash generation or operating performance looks, so always check the exact items included to compare results fairly across companies.
dividend equivalent payments financial
"GAAP earnings per share were reduced...as a result of dividend equivalent payments made during each year."
Senior Subordinated Notes financial
"private offering of $1.2 billion of 6.125% Senior Subordinated Notes maturing July 31, 2034"
A senior subordinated note is a loan-like security that a company issues which pays interest and must be repaid, but sits behind (is subordinate to) the company’s most senior loans while still ranking above shareholders. For investors this matters because it offers higher interest to compensate for greater risk: in bankruptcy holders get paid after senior creditors but before equity, so recovery and price swings are tied to the issuer’s financial strength—think of it as being second in line for repayment.
PMA technical
"distributor of proprietary PMA and other aftermarket parts serving the commercial aerospace end market"
PMA stands for Premarket Approval, the U.S. Food and Drug Administration’s highest-level review for high-risk medical devices. It’s a thorough evaluation to confirm a device is safe and effective before it can be sold, like a final safety inspection and license to operate. Investors care because receiving PMA can open a significant revenue stream, while delays or rejection can postpone sales and reduce a company’s value.
non-GAAP financial measures financial
"EBITDA, EBITDA As Defined, EBITDA As Defined margin, adjusted net income and adjusted earnings per share are non-GAAP financial measures"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Earnings Snapshot
Net sales: $2,544 million · Guidance included
Second quarter ended March 28, 2026
Net sales
$2,544 million
+18% vs prior-year quarter
Net income
$536 million
+11.9% vs prior-year quarter
Earnings per share
$9.20
+12% vs prior-year quarter
EBITDA As Defined
$1,337 million
+15.1% vs prior-year quarter
EBITDA As Defined margin
52.6%
down from 54.0% prior-year quarter
Adjusted earnings per share
$9.85
+8.5% vs $9.11 prior-year quarter
Guidance
For fiscal 2026, TransDigm guides net sales to $10,300–$10,420 million, EBITDA As Defined to $5,370–$5,470 million, and adjusted EPS to $38.83–$40.21, all increased from prior guidance, with EBITDA As Defined margin around 52.3%.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
(216 ) 706-2960
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol: | Name of each exchange on which registered: | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 2.02. | Results of Operations and Financial Condition. | ||||
On May 5, 2026, TransDigm Group Incorporated (“TransDigm Group” or the “Company”) issued a press release (the “Press Release”) announcing its financial results for its second quarter ended March 28, 2026 and certain other information. A copy of this press release is furnished with this Current Report as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this item and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof. The information in this item, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
TransDigm Group will host a conference call for investors and security analysts on May 5, 2026, beginning at 11:00 a.m., Eastern Time. To join the call telephonically, please see the detailed instructions within the “Earnings Conference Call” section of the press release furnished with this Current Report as Exhibit 99.1. 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 later that day.
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits
The following exhibits are being furnished with this Current Report on Form 8-K:
| Exhibit No. | Description | |||||||
99.1 | Press Release | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRANSDIGM GROUP INCORPORATED | |||||||||||
| By: | /s/ Sarah Wynne | ||||||||||
| Name: | Sarah Wynne | ||||||||||
| Title: | Chief Financial Officer (Principal Financial Officer) | ||||||||||
Dated: May 5, 2026
Exhibit 99.1
TransDigm Group Reports Fiscal 2026 Second Quarter Results
Cleveland, Ohio, May 5, 2026/PRNewswire/ -- TransDigm Group Incorporated (NYSE: TDG), a leading global designer, producer and supplier of highly engineered aircraft components, today reported results for the second quarter ended March 28, 2026.
Second quarter highlights include:
•Net sales of $2,544 million, up 18% from $2,150 million in the prior year's quarter;
•Net income of $536 million, up 12% from the prior year's quarter;
•Earnings per share of $9.20, up 12% from the prior year's quarter;
•EBITDA As Defined of $1,337 million, up 15% from $1,162 million in the prior year's quarter;
•EBITDA As Defined margin of 52.6%;
•Adjusted earnings per share of $9.85, up 8% from $9.11 in the prior year's quarter; and
•Upward revision to fiscal 2026 financial guidance.
Quarter-to-Date Results
Net sales for the quarter increased 18.3%, or $394 million, to $2,544 million from $2,150 million in the comparable quarter a year ago. Organic sales growth as a percentage of net sales was 11.0%.
Net income for the quarter increased $57 million, or 11.9%, from $479 million in the comparable quarter a year ago. The increase in net income primarily reflects the increase in net sales described above, the application of our value-driven operating strategy, and lower non-cash stock and deferred compensation expense. The increase was partially offset by higher interest expense as a result of the increase in TransDigm's year-over-year gross debt balance.
Adjusted net income for the quarter increased 8.5% to $574 million, or $9.85 per share, from $529 million, or $9.11 per share, in the comparable quarter a year ago.
EBITDA for the quarter increased 18.4% to $1,289 million from $1,089 million for the comparable quarter a year ago. EBITDA As Defined for the quarter increased 15.1% to $1,337 million compared with $1,162 million in the comparable quarter a year ago. EBITDA As Defined as a percentage of net sales for the quarter was 52.6% compared with 54.0% in the comparable quarter a year ago.
“We are pleased with our team's performance and operating results for the second quarter,” stated Mike Lisman, TransDigm Group's CEO. “Total revenue continued ahead of our expectations with double-digit growth across all three of our major market channels compared to the prior year's second quarter. Commercial aftermarket exhibited the highest growth across our three end markets, driven by our commercial transport segment growing 16% in the quarter. Commercial OEM market revenue increased in the double digits on a percentage basis as we continued supporting higher build rates at the OEMs. Our reported EBITDA As Defined margin for the quarter was 52.6%. Adjusting for acquisition dilution, the EBITDA margins of our base businesses improved nicely on a year over year basis and in line with our expectations. The team continues to execute our value drivers.
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Shortly after the quarter ended, we completed the acquisitions of the previously announced Jet Parts Engineering and Victor Sierra businesses for $2.2 billion. We are excited to have them as part of TransDigm. Additionally, during the second quarter and continuing into the first week of April, we returned $800 million of capital to our shareholders through share repurchases, bringing the total amount of share repurchases in the fiscal year to date to approximately $905 million.
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 through the second half of fiscal 2026.”
Acquisition Activity
Subsequent to the quarter, on April 7, 2026, TransDigm completed the acquisition of Jet Parts Engineering and Victor Sierra for $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.
As previously announced on December 31, 2025, TransDigm has entered into a definitive agreement to acquire Stellant Systems, Inc. from Arlington Capital Partners for approximately $960 million in cash. Stellant is a leading global designer and manufacturer of high-power electronic components and subsystems serving the aerospace and defense end market.
Financing Activity
During the quarter, on February 13, 2026, TransDigm successfully completed a private offering of $1.2 billion of 6.125% Senior Subordinated Notes maturing July 31, 2034 along with $0.8 billion of new Tranche N term loans maturing on February 13, 2033. TransDigm used the net proceeds from the offering, plus cash on hand, to fund the acquisition of Jet Parts Engineering and Victor Sierra which closed on April 7, 2026.
Subsequent to 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 second quarter of fiscal 2026, TransDigm repurchased 602,070 shares of its common stock at an average price per share of $1,201 for a total amount of $723 million. For the twenty-six week period ended March 28, 2026, TransDigm repurchased 687,282 shares of its common stock at an average price per share of $1,207 for a total amount of $829 million.
Subsequent to the quarter-end, TransDigm repurchased an additional 66,537 shares at an average price per share of $1,139 for a total amount of approximately $76 million. The total stock repurchases year-to-date is $905 million.
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Year-to-Date Results
Net sales for the twenty-six week period ended March 28, 2026 increased 16.2%, or $672 million, to $4,828 million from $4,156 million in the comparable period a year ago. Organic sales growth as a percentage of net sales for fiscal 2026 was 9.3%.
Net income for the twenty-six week period ended March 28, 2026 increased $9 million, or 0.9%, to $981 million from $972 million in the comparable period a year ago. The increase in net income primarily reflects the increase in net sales described above, the application of our value-driven operating strategy, and lower non-cash stock and deferred compensation expense. The increase was mostly offset by higher interest expense and income tax expense.
GAAP earnings per share were reduced for the twenty-six week periods ended March 28, 2026 and March 29, 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 twenty-six week period ended March 28, 2026 increased 6.8% to $1,053 million, or $18.09 per share, from $986 million, or $16.94 per share, in the comparable period a year ago.
EBITDA for the twenty-six week period ended March 28, 2026 increased 11.9% to $2,436 million from $2,176 million for the comparable period a year ago. EBITDA As Defined for the period increased 13.9% to $2,534 million compared with $2,224 million in the comparable period a year ago. EBITDA As Defined as a percentage of net sales for the period was 52.5% compared with 53.5% 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.
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Fiscal 2026 Outlook
Mr. Lisman stated, “We are pleased to once again raise our full year fiscal 2026 financial guidance to reflect our strong second quarter performance and incorporate the recently closed acquisition of Jet Parts Engineering and Victor Sierra. At the mid-point, we are increasing guidance for sales by $420 million, EBITDA As Defined guidance by $210 million, and adjusted EPS by $1.14. The large majority of this guidance increase is coming from stronger than expected performance in our base business, with a smaller amount of the increase derived from the inclusion of the recent acquisitions.
While increasing full-year guidance, we recognize there is uncertainty in the broader aerospace environment which, depending on the duration, may impact our markets, specifically commercial aftermarket. Based on the strong performance to date as well as our near-term outlook, we shifted our market channel guidance upward. This guidance excludes any contribution from the pending acquisition of Stellant.
The current environment is very dynamic and we will continue to monitor the markets closely as the year progresses.”
TransDigm now expects fiscal 2026 financial guidance to be as follows:
•Net sales are anticipated to be in the range of $10,300 million to $10,420 million compared with $8,831 million in fiscal 2025, an increase of 17.3% at the midpoint (an increase of $420 million at the midpoint from prior guidance);
•Net income is anticipated to be in the range of $2,026 million to $2,106 million compared with $2,074 million in fiscal 2025, a decrease of 0.4% at the midpoint primarily due to additional interest expense relating to the financing activities completed during the fourth quarter of fiscal 2025 and the second quarter of fiscal 2026 (an increase of $58 million at the midpoint from prior guidance);
•Earnings per share is expected to be in the range of $33.91 to $35.29 per share based upon weighted average shares outstanding of 58.0 million shares, compared with $32.08 per share in fiscal 2025, which is an increase of 7.9% at the midpoint (an increase of $1.17 per share at the midpoint from prior guidance);
•EBITDA As Defined is anticipated to be in the range of $5,370 million to $5,470 million compared with $4,760 million in fiscal 2025, an increase of 13.9% at the midpoint (an increase of $210 million at the midpoint from prior guidance and corresponding to an EBITDA As Defined margin guide of approximately 52.3% for fiscal 2026);
•Adjusted earnings per share is expected to be in the range of $38.83 to $40.21 per share compared with $37.33 per share in fiscal 2025, an increase of 5.9% at the midpoint compared to prior year (an increase of $1.14 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 low double-digit to mid-teens percentage range;
◦Commercial aftermarket revenue growth in the high single-digit to low double-digit percentage range; and
◦Defense revenue growth in the high single-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.
4
Earnings Conference Call
TransDigm Group will host a conference call for investors and security analysts on May 5, 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/BI680a67e1f8be4f1d8817836c561ed39f. 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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Forward-Looking Statements
Statements in this press release that are not historical facts, including statements under the heading “Fiscal 2026 Outlook,” are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believe,” “may,” “will,” “should,” “expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate,” or “continue” and other words and terms of similar meaning may identify forward-looking statements.
All forward-looking statements involve risks and uncertainties that could cause TransDigm Group’s actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, TransDigm Group. These risks and uncertainties 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 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 and potential changes in trade policies and tariffs; potential environmental liabilities; liabilities arising in connection with litigation; risks and costs associated with our international sales and operations; and other factors. Further information regarding the important factors that could cause actual results to differ materially from projected results can be found in TransDigm Group’s most recent Annual Report on Form 10-K and other reports that TransDigm Group or its subsidiaries have filed with the Securities and Exchange Commission. Except as required by law, TransDigm Group undertakes no obligation to revise or update the forward-looking statements contained in this press release.
| Contact: | Investor Relations | |||||||
| 216-706-2945 | ||||||||
| ir@transdigm.com | ||||||||
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| TRANSDIGM GROUP INCORPORATED | ||||||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF INCOME | ||||||||||||||||||||||||||
| FOR THE THIRTEEN AND TWENTY-SIX WEEK PERIODS ENDED | Table 1 | |||||||||||||||||||||||||
| MARCH 28, 2026 AND MARCH 29, 2025 | ||||||||||||||||||||||||||
| (Amounts in millions, except per share amounts) | ||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||
| Thirteen Week Periods Ended | Twenty-Six Week Periods Ended | |||||||||||||||||||||||||
| March 28, 2026 | March 29, 2025 | March 28, 2026 | March 29, 2025 | |||||||||||||||||||||||
| NET SALES | $ | 2,544 | $ | 2,150 | $ | 4,828 | $ | 4,156 | ||||||||||||||||||
| COST OF SALES | 1,033 | 876 | 1,965 | 1,647 | ||||||||||||||||||||||
| GROSS PROFIT | 1,511 | 1,274 | 2,863 | 2,509 | ||||||||||||||||||||||
| SELLING AND ADMINISTRATIVE EXPENSES | 273 | 236 | 527 | 447 | ||||||||||||||||||||||
| AMORTIZATION OF INTANGIBLE ASSETS | 60 | 47 | 116 | 97 | ||||||||||||||||||||||
| INCOME FROM OPERATIONS | 1,178 | 991 | 2,220 | 1,965 | ||||||||||||||||||||||
| INTEREST EXPENSE—NET | 484 | 378 | 959 | 756 | ||||||||||||||||||||||
| OTHER INCOME | (6) | (9) | (11) | (32) | ||||||||||||||||||||||
| INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 700 | 622 | 1,272 | 1,241 | ||||||||||||||||||||||
| INCOME TAX PROVISION | 164 | 143 | 291 | 269 | ||||||||||||||||||||||
| NET INCOME | 536 | 479 | 981 | 972 | ||||||||||||||||||||||
| LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (1) | — | (1) | — | ||||||||||||||||||||||
| NET INCOME ATTRIBUTABLE TO TD GROUP | $ | 535 | $ | 479 | $ | 980 | $ | 972 | ||||||||||||||||||
| NET INCOME APPLICABLE TO TD GROUP COMMON STOCKHOLDERS | $ | 535 | $ | 479 | $ | 921 | $ | 923 | ||||||||||||||||||
| Earnings per share attributable to TD Group common stockholders: | ||||||||||||||||||||||||||
| Earnings per share—Basic and diluted | $ | 9.20 | $ | 8.24 | $ | 15.82 | $ | 15.86 | ||||||||||||||||||
| Weighted-average shares outstanding: | ||||||||||||||||||||||||||
| Basic and diluted | 58.2 | 58.1 | 58.2 | 58.2 | ||||||||||||||||||||||
9
| TRANSDIGM GROUP INCORPORATED | ||||||||||||||||||||||||||
| SUPPLEMENTAL INFORMATION - RECONCILIATION OF | ||||||||||||||||||||||||||
| EBITDA, EBITDA AS DEFINED TO NET INCOME | ||||||||||||||||||||||||||
| FOR THE THIRTEEN AND TWENTY-SIX WEEK PERIODS ENDED | Table 2 | |||||||||||||||||||||||||
| MARCH 28, 2026 AND MARCH 29, 2025 | ||||||||||||||||||||||||||
| (Amounts in millions, except per share amounts) | ||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||
| Thirteen Week Periods Ended | Twenty-Six Week Periods Ended | |||||||||||||||||||||||||
| March 28, 2026 | March 29, 2025 | March 28, 2026 | March 29, 2025 | |||||||||||||||||||||||
| Net Income | $ | 536 | $ | 479 | $ | 981 | $ | 972 | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Depreciation and amortization expense | 105 | 89 | 205 | 179 | ||||||||||||||||||||||
| Interest expense-net | 484 | 378 | 959 | 756 | ||||||||||||||||||||||
| Income tax provision | 164 | 143 | 291 | 269 | ||||||||||||||||||||||
| EBITDA | 1,289 | $ | 1,089 | 2,436 | 2,176 | |||||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
Acquisition transaction and integration-related expenses (1) | 19 | 9 | 31 | 22 | ||||||||||||||||||||||
Non-cash stock and deferred compensation expense (2) | 26 | 48 | 53 | 73 | ||||||||||||||||||||||
Other, net (3) | 3 | 16 | 14 | (47) | ||||||||||||||||||||||
| Gross Adjustments to EBITDA | 48 | 73 | 98 | 48 | ||||||||||||||||||||||
| EBITDA As Defined | $ | 1,337 | $ | 1,162 | $ | 2,534 | $ | 2,224 | ||||||||||||||||||
EBITDA As Defined Margin (4) | 52.6 | % | 54.0 | % | 52.5 | % | 53.5 | % | ||||||||||||||||||
(1) | Represents 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. | |||||||
(2) | Represents the compensation expense recognized under our stock option plans and deferred compensation plans. | |||||||
(3) | 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 or expense, such as gain on sale of business. | |||||||
(4) | The EBITDA As Defined Margin represents the amount of EBITDA As Defined as a percentage of net sales. | |||||||
10
| TRANSDIGM GROUP INCORPORATED | ||||||||||||||||||||||||||
| SUPPLEMENTAL INFORMATION - RECONCILIATION OF REPORTED | ||||||||||||||||||||||||||
| EARNINGS PER SHARE TO ADJUSTED EARNINGS PER SHARE | ||||||||||||||||||||||||||
| FOR THE THIRTEEN AND TWENTY-SIX WEEK PERIODS ENDED | Table 3 | |||||||||||||||||||||||||
| MARCH 28, 2026 AND MARCH 29, 2025 | ||||||||||||||||||||||||||
| (Amounts in millions, except per share amounts) | ||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||
| Thirteen Week Periods Ended | Twenty-Six Week Periods Ended | |||||||||||||||||||||||||
| March 28, 2026 | March 29, 2025 | March 28, 2026 | March 29, 2025 | |||||||||||||||||||||||
| Reported Earnings Per Share | ||||||||||||||||||||||||||
| Net income | $ | 536 | $ | 479 | $ | 981 | $ | 972 | ||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | (1) | — | (1) | — | ||||||||||||||||||||||
| Net income attributable to TD Group | 535 | 479 | 980 | 972 | ||||||||||||||||||||||
| Less: Dividends paid on participating securities | — | — | (59) | (49) | ||||||||||||||||||||||
| Net income applicable to TD Group common stockholders—basic and diluted | $ | 535 | $ | 479 | $ | 921 | $ | 923 | ||||||||||||||||||
| Weighted-average shares outstanding under the two-class method | ||||||||||||||||||||||||||
| Weighted-average common shares outstanding | 56.4 | 56.1 | 56.4 | 56.2 | ||||||||||||||||||||||
| Vested options deemed participating securities | 1.8 | 2.0 | 1.8 | 2.0 | ||||||||||||||||||||||
| Total shares for basic and diluted earnings per share | 58.2 | 58.1 | 58.2 | 58.2 | ||||||||||||||||||||||
| Earnings per share—basic and diluted | $ | 9.20 | $ | 8.24 | $ | 15.82 | $ | 15.86 | ||||||||||||||||||
| Adjusted Earnings Per Share | ||||||||||||||||||||||||||
| Net income | $ | 536 | $ | 479 | $ | 981 | $ | 972 | ||||||||||||||||||
| Gross Adjustments to EBITDA | 48 | 73 | 98 | 48 | ||||||||||||||||||||||
| Purchase Accounting Backlog Amortization | 8 | 2 | 16 | 8 | ||||||||||||||||||||||
Tax adjustment (1) | (18) | (25) | (42) | (42) | ||||||||||||||||||||||
| Adjusted net income | $ | 574 | $ | 529 | $ | 1,053 | $ | 986 | ||||||||||||||||||
| Adjusted diluted earnings per share under the two-class method | $ | 9.85 | $ | 9.11 | $ | 18.09 | $ | 16.94 | ||||||||||||||||||
| Diluted Earnings Per Share to Adjusted Earnings Per Share | ||||||||||||||||||||||||||
| Diluted earnings per share from net income attributable to TD Group | $ | 9.20 | $ | 8.24 | $ | 15.82 | $ | 15.86 | ||||||||||||||||||
| Adjustments to diluted earnings per share: | ||||||||||||||||||||||||||
| Inclusion of the dividend equivalent payments | — | — | 1.02 | 0.83 | ||||||||||||||||||||||
| Acquisition transaction and integration-related expenses | 0.36 | 0.14 | 0.62 | 0.40 | ||||||||||||||||||||||
| Non-cash stock and deferred compensation expense | 0.34 | 0.62 | 0.69 | 0.95 | ||||||||||||||||||||||
Tax adjustment on income from continuing operations before taxes (1) | (0.08) | (0.11) | (0.23) | (0.48) | ||||||||||||||||||||||
| Other, net | 0.03 | 0.22 | 0.17 | (0.62) | ||||||||||||||||||||||
| Adjusted earnings per share | $ | 9.85 | $ | 9.11 | $ | 18.09 | $ | 16.94 | ||||||||||||||||||
(1) | For the thirteen and twenty-six week periods ended March 28, 2026 and March 29, 2025, the Tax adjustment represents the tax effect of the adjustments at the applicable effective tax rate, as well as the impact on the effective tax rate when excluding the excess tax benefits on stock option exercises. Stock compensation expense is excluded from adjusted net income and therefore we have excluded the impact that the excess tax benefits on stock option exercises have on the effective tax rate for determining adjusted net income. | |||||||
11
| TRANSDIGM GROUP INCORPORATED | ||||||||||||||
| SUPPLEMENTAL INFORMATION - RECONCILIATION OF NET CASH | ||||||||||||||
| PROVIDED BY OPERATING ACTIVITIES TO EBITDA, EBITDA AS DEFINED | ||||||||||||||
| FOR THE TWENTY-SIX WEEK PERIODS ENDED | Table 4 | |||||||||||||
| MARCH 28, 2026 AND MARCH 29, 2025 | ||||||||||||||
| (Amounts in millions) | ||||||||||||||
| (Unaudited) | ||||||||||||||
| Twenty-Six Week Periods Ended | ||||||||||||||
| March 28, 2026 | March 29, 2025 | |||||||||||||
| Net cash provided by operating activities | $ | 967 | $ | 900 | ||||||||||
| Adjustments: | ||||||||||||||
| Changes in assets and liabilities, net of effects from acquisitions and sales of businesses | 294 | 322 | ||||||||||||
Interest expense-net (1) | 936 | 737 | ||||||||||||
| Income tax provision-current | 292 | 271 | ||||||||||||
| Gain on sale of businesses, net | — | 19 | ||||||||||||
Non-cash stock and deferred compensation expense (2) | (53) | (73) | ||||||||||||
| EBITDA | 2,436 | 2,176 | ||||||||||||
| Adjustments: | ||||||||||||||
Acquisition transaction and integration-related expenses (3) | 31 | 22 | ||||||||||||
Non-cash stock and deferred compensation expense (2) | 53 | 73 | ||||||||||||
Other, net (4) | 14 | (47) | ||||||||||||
| EBITDA As Defined | $ | 2,534 | $ | 2,224 | ||||||||||
(1) | Represents interest expense, net of interest income, excluding the amortization of debt issuance costs and discount on debt. | |||||||
(2) | Represents the compensation expense recognized under our stock option plans and deferred compensation plans. | |||||||
(3) | Represents 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. | |||||||
(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 or expense, such as gain on sale of business. | |||||||
12
| TRANSDIGM GROUP INCORPORATED | ||||||||||||||
| SUPPLEMENTAL INFORMATION - BALANCE SHEET DATA | Table 5 | |||||||||||||
| (Amounts in millions) | ||||||||||||||
| (Unaudited) | ||||||||||||||
| March 28, 2026 | September 30, 2025 | |||||||||||||
| Cash and cash equivalents | $ | 3,884 | $ | 2,808 | ||||||||||
| Trade accounts receivable—Net | 1,720 | 1,617 | ||||||||||||
| Inventories—Net | 2,400 | 2,095 | ||||||||||||
| Current portion of long-term debt | 129 | 124 | ||||||||||||
| Short-term borrowings—trade receivable securitization facility | 724 | 724 | ||||||||||||
| Accounts payable | 425 | 368 | ||||||||||||
| Accrued and other current liabilities | 1,162 | 966 | ||||||||||||
| Long-term debt | 31,150 | 29,167 | ||||||||||||
| Total TD Group stockholders’ deficit | (9,402) | (9,686) | ||||||||||||
13
| TRANSDIGM GROUP INCORPORATED | ||||||||
| SUPPLEMENTAL INFORMATION - RECONCILIATION OF EBITDA, | ||||||||
| EBITDA AS DEFINED TO NET INCOME AND REPORTED EARNINGS PER | ||||||||
| SHARE TO ADJUSTED EARNINGS PER SHARE GUIDANCE MIDPOINT | ||||||||
| FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2026 | Table 6 | |||||||
| (Amounts in millions, except per share amounts) | ||||||||
| (Unaudited) | ||||||||
| GUIDANCE MIDPOINT | ||||||||
Fiscal Year Ended September 30, 2026 | ||||||||
| Net Income | $ | 2,066 | ||||||
| Adjustments: | ||||||||
| Depreciation and amortization expense | 438 | |||||||
| Interest expense-net | 2,020 | |||||||
| Income tax provision | 635 | |||||||
| EBITDA | 5,159 | |||||||
| Adjustments: | ||||||||
Acquisition transaction and integration-related expenses (1) | 70 | |||||||
Non-cash stock and deferred compensation expense (1) | 170 | |||||||
Other, net (1) | 21 | |||||||
| Gross Adjustments to EBITDA | 261 | |||||||
| EBITDA As Defined | $ | 5,420 | ||||||
EBITDA As Defined Margin (1) | 52.3 | % | ||||||
| Earnings per share | $ | 34.60 | ||||||
| Adjustments to earnings per share: | ||||||||
| Inclusion of the dividend equivalent payments | 1.02 | |||||||
| Acquisition transaction and integration-related expenses | 1.42 | |||||||
| Non-cash stock and deferred compensation expense | 2.23 | |||||||
| Other, net | 0.25 | |||||||
| Adjusted earnings per share | $ | 39.52 | ||||||
| Weighted-average shares outstanding | 58.0 | |||||||
(1) | Refer to Table 2 above for definitions of Non-GAAP measurement adjustments. | |||||||
14
| TRANSDIGM GROUP INCORPORATED | ||||||||||||||||||||
| SUPPLEMENTAL INFORMATION | ||||||||||||||||||||
CURRENT FISCAL YEAR 2026 GUIDANCE VERSUS | ||||||||||||||||||||
PRIOR FISCAL YEAR 2026 GUIDANCE | Table 7 | |||||||||||||||||||
| (Amounts in millions, except per share amounts) | ||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||
Current Fiscal Year 2026 Guidance Issued May 5, 2026 | Prior Fiscal Year 2026 Guidance Issued February 3, 2026 | Change at Midpoint | ||||||||||||||||||
| Net Sales | $10,300 to $10,420 | $9,845 to $10,035 | $420 | |||||||||||||||||
| GAAP Net Income | $2,026 to $2,106 | $1,952 to $2,064 | $58 | |||||||||||||||||
| GAAP Earnings Per Share | $33.91 to $35.29 | $32.47 to $34.39 | $1.17 | |||||||||||||||||
| EBITDA As Defined | $5,370 to $5,470 | $5,140 to $5,280 | $210 | |||||||||||||||||
| Adjusted Earnings Per Share | $38.83 to $40.21 | $37.42 to $39.34 | $1.14 | |||||||||||||||||
| Weighted-Average Shares Outstanding | 58.0 | 58.3 | (0.3) | |||||||||||||||||
15
FAQ
How did TransDigm (TDG) perform in its fiscal 2026 second quarter?
TransDigm reported strong Q2 results, with net sales of $2,544 million, up 18% year over year. Net income reached $536 million, an 11.9% increase, while EBITDA As Defined rose to $1,337 million with a 52.6% margin, showing robust profitability.
What were TransDigm’s key earnings metrics and margins for Q2 2026?
Earnings per share for Q2 2026 were $9.20, up 12% from the prior year’s quarter. Adjusted EPS was $9.85, compared with $9.11 a year ago. EBITDA As Defined reached $1,337 million, producing a strong 52.6% EBITDA As Defined margin.
How has TransDigm (TDG) updated its fiscal 2026 financial guidance?
TransDigm raised its 2026 outlook, now guiding net sales to $10,300–$10,420 million and EBITDA As Defined to $5,370–$5,470 million. Adjusted EPS is expected between $38.83 and $40.21, with midpoint increases versus prior guidance across all three metrics.
What acquisition activity did TransDigm announce around Q2 2026?
After quarter-end, TransDigm completed the $2.2 billion cash acquisition of Jet Parts Engineering and Victor Sierra. It also previously agreed to acquire Stellant Systems for approximately $960 million in cash, expanding its aerospace and defense components portfolio.
What financing actions did TransDigm undertake to support its acquisitions?
TransDigm completed a private offering of $1.2 billion of 6.125% Senior Subordinated Notes and $0.8 billion of new Tranche N term loans. It later issued an additional $1.5 billion of debt, helping fund the Jet Parts Engineering and Victor Sierra acquisition.