##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549



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FORM 10-Q



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|x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended July 2, 2005.



| ̈ | 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 333-108340 and 333-108340-06



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|                                                       |  |                                                       
|------------------------------------------------------ |  | ------------------------------------------------------
|TransDigm Inc.                                         |  | TransDigm Holding Company                             
|(Exact name of registrant as specified in its charter) |  | (Exact name of registrant as specified in its charter)



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|                                                               |  |                                                               
|-------------------------------------------------------------- |  | --------------------------------------------------------------
|                                                               | 
|Delaware                                                       |  | Delaware                                                      
|(State or other Jurisdiction of incorporation or organization) |  | (State or other Jurisdiction of incorporation or organization)
|                                                               | 
|34-1750032                                                     |  | 13-3733378                                                    
|(I.R.S. Employer Identification No.)                           |  | (I.R.S. Employer Identification No.)                          



|                                                  |  |           
|------------------------------------------------- |  | ----------
|1301 East 9th Street, Suite 3710, Cleveland, Ohio |  | 44114     
|(Address of principal executive offices)          |  | (Zip Code)



(216) 706-2939

(Registrants telephone number, including area code)





(Former name, former address and former
fiscal year, if changed since last report.)



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Indicate by check mark whether each of the co-registrants (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 co-registrants was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    YES  x    NO ̈



Indicate by check mark whether the co-registrants are accelerated filers (as defined in Rule
12b-2 of the Exchange Act).    YES ̈NO  x



The number of shares outstanding of TransDigm
Inc.s common stock, par value $.01 per share, was 100 as of July 2, 2005.



The number of shares outstanding of TransDigm Holding Companys common stock, par value $.01 per share, was 100 as of July 2, 2005.



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##### Table of Contents

INDEX



|           |  |                                                                                                                          |  |     
|---------- |  | ------------------------------------------------------------------------------------------------------------------------ |  | ----
|           |  |                                                                                                                          |  | Page
|           |  |                                                                                                                         
|Part I     |  | FINANCIAL INFORMATION                                                                                                    |  |     
|           |  |                                                                                                                         
|Item 1     |  | Financial Statements                                                                                                     |  |     
|           |  |                                                                                                                         
|           |  | Condensed Consolidated Balance Sheets  July 2, 2005 and September 30, 2004                                              |  | 1   
|           |  |                                                                                                                         
|           |  | Condensed Consolidated Statements of Income  Thirteen and Thirty-Nine Week Periods Ended July 2, 2005 and June 26, 2004 |  | 2   
|           |  |                                                                                                                         
|           |  | Condensed Consolidated Statement of Changes in Stockholders Equity  Thirty-Nine Week Period Ended July 2, 2005         |  | 3   
|           |  |                                                                                                                         
|           |  | Condensed Consolidated Statements of Cash Flows  Thirty-Nine Week Periods Ended July 2, 2005 and June 26, 2004          |  | 4   
|           |  |                                                                                                                         
|           |  | Notes to Condensed Consolidated Financial Statements                                                                     |  | 5   
|           |  |                                                                                                                         
|Item 2     |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                    |  | 18  
|           |  |                                                                                                                         
|Item 3     |  | Quantitative and Qualitative Disclosure About Market Risk                                                                |  | 27  
|           |  |                                                                                                                         
|Item 4     |  | Controls and Procedures                                                                                                  |  | 27  
|           |  |                                                                                                                         
|Part II    |  | OTHER INFORMATION                                                                                                        |  |     
|           |  |                                                                                                                         
|Item 6     |  | Exhibits                                                                                                                 |  | 28  
|           |  |                                                                                                                         
|SIGNATURES |  |                                                                                                                          |  | 29  







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##### Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 1

TRANSDIGM HOLDING COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands)

(Unaudited)

|                                                                                                                          |  |              |           |   |                   |   |           |  
|------------------------------------------------------------------------------------------------------------------------- |  | ------------ | --------- | - | ----------------- | - | --------- | -
|                                                                                                                          |  | July 2, 2005 |           |   | September 30,2004 |  
|ASSETS                                                                                                                    |  |              |           |   |                   |   |           |  
|CURRENT ASSETS:                                                                                                           |  |              |           |   |                   |   |           |  
|Cash and cash equivalents                                                                                                 |  | $            | 40,196    |   |                   | $ | 48,498    |  
|Marketable securities                                                                                                     |  |              | 47,317    |   |                   |   | 50,601    |  
|Trade accounts receivable, net                                                                                            |  |              | 56,910    |   |                   |   | 44,489    |  
|Inventories, net                                                                                                          |  |              | 76,131    |   |                   |   | 64,385    |  
|Deferred income taxes                                                                                                     |  |              | 8,492     |   |                   |   | 10,092    |  
|Prepaid expenses and other                                                                                                |  |              | 2,142     |   |                   |   | 1,851     |  
|                                                                                                                          |  |              |           |   |                   |   |           |  
|Total current assets                                                                                                      |  |              | 231,188   |   |                   |   | 219,916   |  
|                                                                                                                          |  |             
|PROPERTY, PLANT AND EQUIPMENT - Net                                                                                       |  |              | 63,686    |   |                   |   | 60,817    |  
|GOODWILL                                                                                                                  |  |              | 857,035   |   |                   |   | 812,460   |  
|TRADEMARKS AND TRADE NAMES                                                                                                |  |              | 125,497   |   |                   |   | 125,497   |  
|OTHER INTANGIBLE ASSETS - Net                                                                                             |  |              | 103,421   |   |                   |   | 103,101   |  
|DEBT ISSUE COSTS - Net                                                                                                    |  |              | 20,290    |   |                   |   | 23,148    |  
|OTHER                                                                                                                     |  |              | 776       |   |                   |   | 710       |  
|                                                                                                                          |  |              |           |   |                   |   |           |  
|TOTAL ASSETS                                                                                                              |  | $            | 1,401,893 |   |                   | $ | 1,345,649 |  
|                                                                                                                          |  |              |           |   |                   |   |           |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                      |  |              |           |   |                   |   |           |  
|                                                                                                                          |  |             
|CURRENT LIABILITIES:                                                                                                      |  |              |           |   |                   |   |           |  
|Current portion of long-term liabilities                                                                                  |  | $            | 2,943     |   |                   | $ | 4,431     |  
|Accounts payable                                                                                                          |  |              | 14,517    |   |                   |   | 11,468    |  
|Accrued liabilities                                                                                                       |  |              | 33,419    |   |                   |   | 24,800    |  
|                                                                                                                          |  |              |           |   |                   |   |           |  
|Total current liabilities                                                                                                 |  |              | 50,879    |   |                   |   | 40,699    |  
|                                                                                                                          |  |             
|LONG-TERM DEBT - Less current portion                                                                                     |  |              | 687,642   |   |                   |   | 689,848   |  
|DEFERRED INCOME TAXES                                                                                                     |  |              | 66,664    |   |                   |   | 65,645    |  
|OTHER NON-CURRENT LIABILITIES                                                                                             |  |              | 2,905     |   |                   |   | 2,839     |  
|                                                                                                                          |  |              |           |   |                   |   |           |  
|Total liabilities                                                                                                         |  |              | 808,090   |   |                   |   | 799,031   |  
|                                                                                                                          |  |              |           |   |                   |   |           |  
|STOCKHOLDERS' EQUITY:                                                                                                     |  |              |           |   |                   |   |           |  
|Common stock - $.01 par value; authorized 900,000 shares; issued 100 at July 2, 2005 and September 30, 2004, respectively |  |              |          |   |                   |   |          |  
|Common stock                                                                                                              |  |              | 529,474   |   |                   |   | 520,078   |  
|Retained earnings                                                                                                         |  |              | 64,748    |   |                   |   | 26,822    |  
|Accumulated other comprehensive loss                                                                                      |  |              | (419      | ) |                   |   | (282      | )
|                                                                                                                          |  |              |           |   |                   |   |           |  
|Total stockholders' equity                                                                                                |  |              | 593,803   |   |                   |   | 546,618   |  
|                                                                                                                          |  |              |           |   |                   |   |           |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                |  | $            | 1,401,893 |   |                   | $ | 1,345,649 |  
|                                                                                                                          |  |              |           |   |                   |   |           |  



See notes to condensed consolidated
financial statements.



1



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##### Table of Contents

TRANSDIGM HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THE THIRTEEN AND THIRTY-NINE WEEK PERIODS ENDED

JULY 2, 2005 AND JUNE 26, 2004

(Amounts In Thousands)

(Unaudited)

|                                                                                                                                                                                                                                                                            |  |                            |        |                               |   |             |  |               |         |  |   |        
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ------ | ----------------------------- | - | ----------- |  | ------------- | ------- |  | - | -------
|                                                                                                                                                                                                                                                                            |  | Thirteen WeekPeriods Ended |        | Thirty-Nine WeekPeriods Ended
|                                                                                                                                                                                                                                                                            |  | July 2,2005                |        | June 26,2004                  |   | July 2,2005 |  | June 26, 2004
|NET SALES                                                                                                                                                                                                                                                                   |  | $                          | 97,627 |                               | $ | 76,348      |  | $             | 269,289 |  | $ | 215,933
|                                                                                                                                                                                                                                                                            |  |                            |        |                              
|COST OF SALES (Including inventory purchase accounting charges of $452 and $0 for the thirteen week periods ended July 2, 2005 and June 26,
2004, respectively, and $1,325 and $18,057 for the thirty-nine week periods ended July 2, 2005 and June 26, 2004, respectively) |  |                            | 49,735 |                               |   | 36,537      |  |               | 136,866 |  |   | 122,376
|                                                                                                                                                                                                                                                                            |  |                            |        |                               |   |             |  |               |         |  |   |        
|GROSS PROFIT                                                                                                                                                                                                                                                                |  |                            | 47,892 |                               |   | 39,811      |  |               | 132,423 |  |   | 93,557 
|                                                                                                                                                                                                                                                                            |  |                            |        |                              
|OPERATING EXPENSES:                                                                                                                                                                                                                                                         |  |                            |        |                               |   |             |  |               |         |  |   |        
|Selling and administrative                                                                                                                                                                                                                                                  |  |                            | 10,098 |                               |   | 7,541       |  |               | 27,841  |  |   | 22,032 
|Amortization of intangibles                                                                                                                                                                                                                                                 |  |                            | 2,125  |                               |   | 2,883       |  |               | 5,836   |  |   | 8,521  
|                                                                                                                                                                                                                                                                            |  |                            |        |                               |   |             |  |               |         |  |   |        
|Total operating expenses                                                                                                                                                                                                                                                    |  |                            | 12,223 |                               |   | 10,424      |  |               | 33,677  |  |   | 30,553 
|                                                                                                                                                                                                                                                                            |  |                            |        |                               |   |             |  |               |         |  |   |        
|INCOME FROM OPERATIONS                                                                                                                                                                                                                                                      |  |                            | 35,669 |                               |   | 29,387      |  |               | 98,746  |  |   | 63,004 
|                                                                                                                                                                                                                                                                            |  |                            |        |                              
|INTEREST EXPENSE - Net                                                                                                                                                                                                                                                      |  |                            | 12,961 |                               |   | 11,688      |  |               | 37,849  |  |   | 36,864 
|                                                                                                                                                                                                                                                                            |  |                            |        |                               |   |             |  |               |         |  |   |        
|INCOME BEFORE INCOME TAXES                                                                                                                                                                                                                                                  |  |                            | 22,708 |                               |   | 17,699      |  |               | 60,897  |  |   | 26,140 
|                                                                                                                                                                                                                                                                            |  |                            |        |                              
|INCOME TAX PROVISION                                                                                                                                                                                                                                                        |  |                            | 8,863  |                               |   | 6,456       |  |               | 22,971  |  |   | 9,672  
|                                                                                                                                                                                                                                                                            |  |                            |        |                               |   |             |  |               |         |  |   |        
|NET INCOME                                                                                                                                                                                                                                                                  |  | $                          | 13,845 |                               | $ | 11,243      |  | $             | 37,926  |  | $ | 16,468 
|                                                                                                                                                                                                                                                                            |  |                            |        |                               |   |             |  |               |         |  |   |        



See notes to condensed consolidated
financial statements.



2



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TRANSDIGM HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY

FOR THE THIRTY-NINE WEEK PERIOD ENDED JULY 2, 2005

(Amounts in Thousands)

(Unaudited)

|                                                                    |  |             |   |                          |   |                  |  |                                   |        |  |       |      |   |  |   |         |  
|------------------------------------------------------------------- |  | ----------- | - | ------------------------ | - | ---------------- |  | --------------------------------- | ------ |  | ----- | ---- | - |  | - | ------- | -
|                                                                    |  | CommonStock |   | AdditionalPaid-InCapital |   | RetainedEarnings |  | AccumulatedOtherComprehensiveLoss |        |  | Total |     
|BALANCE, OCTOBER 1, 2004                                            |  | $           |  |                          | $ | 520,078          |  | $                                 | 26,822 |  | $     | (282 | ) |  | $ | 546,618 |  
|                                                                    |  |             |   |                          |  
|Equity contributions from TD Holding -                              |  |             |   |                          |   |                  |  |                                   |        |  |       |      |   |  |   |         |  
|Stock option and deferred compensation costs incurred by TD Holding |  |             |  |                          |   | 4,857            |  |                                   |       |  |       |     |   |  |   | 4,857   |  
|Income tax benefit from interest expense incurred by TD Holding     |  |             |  |                          |   | 4,539            |  |                                   |       |  |       |     |   |  |   | 4,539   |  
|                                                                    |  |             |   |                          |  
|Comprehensive income -                                              |  |             |   |                          |   |                  |  |                                   |        |  |       |      |   |  |   |         |  
|Net income                                                          |  |             |  |                          |   |                 |  |                                   | 37,926 |  |       |     |   |  |   | 37,926  |  
|Other comprehensive loss                                            |  |             |  |                          |   |                 |  |                                   |       |  |       | (137 | ) |  |   | (137    | )
|                                                                    |  |             |   |                          |   |                  |  |                                   |        |  |       |      |   |  |   |         |  
|Comprehensive income                                                |  |             |   |                          |   |                  |  |                                   |        |  |       |      |   |  |   | 37,789  |  
|                                                                    |  |             |   |                          |   |                  |  |                                   |        |  |       |      |   |  |   |         |  
|BALANCE, JULY 2, 2005                                               |  | $           |  |                          | $ | 529,474          |  | $                                 | 64,748 |  | $     | (419 | ) |  | $ | 593,803 |  
|                                                                    |  |             |   |                          |   |                  |  |                                   |        |  |       |      |   |  |   |         |  



See
notes to condensed consolidated financial statements.



3



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##### Table of Contents

TRANSDIGM HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Thousands)

(Unaudited)



|                                                                                  |  |                                |         |   |              |   |         |  
|--------------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | ------------ | - | ------- | -
|                                                                                  |  | Thirty-Nine Week Periods Ended |        
|                                                                                  |  | July 2,2005                    |         |   | June 26,2004 |  
|OPERATING ACTIVITIES:                                                             |  |                                |         |   |              |   |         |  
|Net income                                                                        |  | $                              | 37,926  |   |              | $ | 16,468  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                |         |   |              |   |         |  
|Inventory purchase accounting charge                                              |  |                                |        |   |              |   | 18,057  |  
|Depreciation                                                                      |  |                                | 6,667   |   |              |   | 5,820   |  
|Amortization of intangibles                                                       |  |                                | 5,836   |   |              |   | 8,521   |  
|                                                                                  |  |                                |         |   |              |   |         |  
|Amortization of debt issue costs                                                  |  |                                | 2,858   |   |              |   | 2,839   |  
|Noncash stock option and deferred compensation costs                              |  |                                | 4,857   |   |              |   | 4,630   |  
|Changes in assets/liabilities, net of effects from acqusitions of businesses:     |  |                                |         |   |              |   |         |  
|Accounts receivable                                                               |  |                                | (8,932  | ) |              |   | (5,685  | )
|Inventories                                                                       |  |                                | (3,090  | ) |              |   | (1,319  | )
|Other assets                                                                      |  |                                | 1,196   |   |              |   | 38,613  |  
|Accounts payable                                                                  |  |                                | 2,129   |   |              |   | (1,731  | )
|Accrued and other liabilities                                                     |  |                                | 11,524  |   |              |   | 6,739   |  
|                                                                                  |  |                                |         |   |              |   |         |  
|Net cash provided by operating activities                                         |  |                                | 60,971  |   |              |   | 92,952  |  
|                                                                                  |  |                                |         |   |              |   |         |  
|INVESTING ACTIVITIES:                                                             |  |                                |         |   |              |   |         |  
|Capital expenditures                                                              |  |                                | (5,520  | ) |              |   | (3,370  | )
|Acquisitions of businesses                                                        |  |                                | (63,082 | ) |              |   |        |  
|Purchase of marketable securities                                                 |  |                                | (65,320 | ) |              |   | (64,788 | )
|Sales and maturity of marketable securities                                       |  |                                | 68,355  |   |              |   | 14,444  |  
|                                                                                  |  |                                |         |   |              |   |         |  
|Net cash used in investing activities                                             |  |                                | (65,567 | ) |              |   | (53,714 | )
|                                                                                  |  |                                |         |   |              |   |         |  
|FINANCING ACTIVITIES:                                                             |  |                                |         |   |              |   |         |  
|Payment of amounts borrowed under credit facility                                 |  |                                | (2,206  | ) |              |   | (737    | )
|Payment of license obligation                                                     |  |                                | (1,500  | ) |              |   | (1,500  | )
|Purchase of common stock                                                          |  |                                |        |   |              |   | (520    | )
|Proceeds from exercise of stock options                                           |  |                                |        |   |              |   | 24      |  
|                                                                                  |  |                                |         |   |              |   |         |  
|Net cash used in financing activities                                             |  |                                | (3,706  | ) |              |   | (2,733  | )
|                                                                                  |  |                                |         |   |              |   |         |  
|NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                              |  |                                | (8,302  | ) |              |   | 36,505  |  
|                                                                                  |  |                               
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                    |  |                                | 48,498  |   |              |   | 18,902  |  
|                                                                                  |  |                                |         |   |              |   |         |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                          |  | $                              | 40,196  |   |              | $ | 55,407  |  
|                                                                                  |  |                                |         |   |              |   |         |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                 |  |                                |         |   |              |   |         |  
|                                                                                  |  |                               
|Cash paid during the period for interest                                          |  | $                              | 27,608  |   |              | $ | 25,690  |  
|                                                                                  |  |                                |         |   |              |   |         |  
|Cash paid (received) during the period for income taxes                           |  | $                              | 15,556  |   |              | $ | (33,575 | )
|                                                                                  |  |                                |         |   |              |   |         |  



See notes to condensed consolidated
financial statements.



4



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##### Table of Contents

TRANSDIGM HOLDING COMPANY



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THIRTEEN AND THIRTY-NINE WEEK PERIODS ENDED JULY 2, 2005 AND JUNE 26,
2004

(UNAUDITED)



|1. | DESCRIPTION OF THE BUSINESS AND MERGER
|-- | --------------------------------------



Description of the BusinessTransDigm Holding Company (Holdings), through its wholly-owned subsidiary, TransDigm Inc.
(TransDigm), is a leading global supplier of highly engineered aircraft components for use on nearly all commercial and military aircraft in service today. TransDigm and its wholly-owned subsidiaries (collectively, and together with
Holdings, the Company) offer a broad line of proprietary aerospace components. Major product offerings include ignition system components, gear pumps, mechanical/electromechanical controls and actuators, valves, power conversion devices,
AC/DC motors, batteries and chargers, hold open rods, engineered connectors, engineered latches, locking devices, and lavatory hardware and components.



MergerOn July 22, 2003, an entity formed by Warburg Pincus Private Equity VIII, L.P. (Warburg Pincus) and Holdings merged
with and into Holdings, with Holdings continuing as the surviving corporation as a wholly-owned subsidiary of a newly formed corporation, TD Holding Corporation (TD Holding) (the Merger). The Merger was accounted for as a
purchase and fair value adjustments to the Companys assets and liabilities were recorded as of the date of the Merger.



Separate Financial StatementsSeparate financial statements of TransDigm are not presented since the 83/8% Senior Subordinated Notes are fully and unconditionally guaranteed on a senior subordinated basis by Holdings and
all existing domestic subsidiaries of TransDigm and since Holdings has no significant operations or assets separate from its investment in TransDigm.



|2. | UNAUDITED INTERIM FINANCIAL INFORMATION
|-- | ---------------------------------------



The financial information included herein is unaudited; however, the information reflects all adjustments (consisting solely of normal recurring
adjustments) that are, in the opinion of management, necessary for a fair presentation of the Companys condensed consolidated financial position and results of operations and cash flows for the interim periods presented. These financial
statements and notes should be read in conjunction with the financial statements and related notes included in the Companys Annual Report on Form 10-K for the year ended September 30, 2004. The September 30, 2004 condensed consolidated balance
sheet was derived from the Companys audited financial statements. The results of operations for the thirteen and thirty-nine week periods ended July 2, 2005 are not necessarily indicative of the results to be expected for the full year.
Certain reclassifications have been made to prior period financial statements to conform to the current year classifications.



|3. | NEW ACCOUNTING STANDARDS
|-- | ------------------------



During December 2004, the Financial Accounting Standards Board (the FASB) issued Statement No. 123 (R), Share Based Payment, which requires
all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The Company anticipates adopting this pronouncement during the first quarter of fiscal 2007.
The Company has not determined the impact, if any, that this statement will have on its consolidated financial position or results of operations.



In November 2004, the FASB issued Statement No. 151, Inventory Costs (SFAS 151), which requires abnormal amounts of inventory
costs related to idle facility, freight handling and wasted material expense to be recognized as current period charges. Additionally, SFAS 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal
capacity of the production facilities. The standard is effective for fiscal years beginning after June 15, 2005. The Company believes the adoption of this pronouncement will not have a material impact on its consolidated financial position or
results of operations.



5



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##### Table of Contents

|4. | ACQUISITIONS
|-- | ------------



Eaton On June 30, 2005, TransDigm, through its wholly-owned Skurka Aerospace subsidiary, acquired an aerospace motor product line from
Eaton Corporation. The Eaton business has been a long-time supplier of aerospace motors and related products and is located in Burbank, California, a suburb of Los Angeles. The motor products are used on a range of commercial aircraft, as well as
military programs. The companys proprietary products, market position, and aftermarket content fit well with TransDigms overall business and strategic direction. The motor product line will be consolidated into Skurkas existing
aerospace motor business in Camarillo, California.



The
Company accounted for the acquisition as a purchase and included the results of operations of the acquired business in its consolidated financial statements from the effective date of the acquisition. The Company is in the process of obtaining
third-party valuations of certain intangible assets; thus, the values attributed to acquired assets in the consolidated financial statements are subject to adjustment.



The Company expects that the goodwill recognized in accounting for the acquisition will be deductible for income tax
purposes.



Fluid Regulators On January 28,
2005, TransDigm acquired all of the outstanding capital stock of Fluid Regulators Corporation (FRC), a wholly-owned subsidiary of Esterline Technologies Corporation for $23.5 million in cash, net of a purchase price adjustment of $0.5
million received in April 2005. FRC designs and manufactures highly engineered flight control and pressure valves used in hydraulic, fuel, lubrication and related applications. The products are used on a wide range of commercial and regional
aircraft as well as many corporate and military aircraft. FRCs product characteristics and market position fit well with TransDigms overall direction. In addition, as a result of the acquisition, TransDigm expects to reduce the combined
operating costs through the integration of the FRC manufacturing process with its existing AeroControlex division.



The purchase price consideration of $23.5 million in cash was funded through the use of the Companys existing cash balances. The Company accounted
for the acquisition as a purchase and included the results of operations of the acquired business in its consolidated financial statements from the effective date of the acquisition. The Company is in the process of obtaining third-party valuations
of certain tangible and intangible assets; thus, the values attributed to acquired assets in the consolidated financial statements are subject to adjustment.



The Company expects that the goodwill recognized in accounting for the acquisition will not be deductible for income tax purposes.



Skurka On December 31, 2004, TransDigm acquired certain
assets and assumed certain liabilities of Skurka Engineering Company (Skurka) for $30.7 million in cash. Skurka designs and manufactures engineered aerospace components, primarily AC/DC electric motors and transducers. The products are
used on a wide range of commercial and military aircraft, ships and ground vehicles. Skurkas product characteristics and market position fit well with TransDigms overall direction.



The purchase price consideration of $30.7 million in cash was funded through
the use of the Companys existing cash balances. The Company accounted for the acquisition as a purchase and included the results of operations of the acquired business in its consolidated financial statements from the effective date of the
acquisition. The Company is in the process of obtaining third-party valuations of certain tangible and intangible assets; thus, the values attributed to acquired assets in the consolidated financial statements are subject to adjustment.



The Company expects substantially all of the goodwill recognized in
accounting for the acquisition to be deductible for income tax purposes.



Avionic InstrumentsOn July 9, 2004, TransDigm acquired all of the outstanding capital stock of Avionic Instruments, Inc. (Avionic Instruments) and DAC Realty Corp. (DAC) for
approximately $20.9 million in cash, net of a purchase price adjustment of $0.6 million, net of fees, received in April 2005. Avionic Instruments designs and manufactures specialized power conversion devices for a



6



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##### Table of Contents

wide range of aerospace applications. These products are used on many commercial and regional transports as well as corporate and military aircraft. DAC is a
realty company that holds the real property for Avionic Instruments. Avionic Instruments product characteristics and market position fit well with the Companys overall direction.



The purchase price consideration of $20.9 million in cash was funded through
the use of the Companys existing cash balances. The Company accounted for the acquisition as a purchase and has included the results of operations of the acquired company in its consolidated financial statements from the effective date of the
acquisition. The Company is in the process of obtaining third party valuations of certain tangible and intangible assets; thus, the values attributed to acquired assets in the consolidated financial statements are subject to adjustment.



The Company expects that the goodwill recognized in accounting for the
acquisition will not be deductible for income tax purposes.



Pro forma net sales and results of operations for the acquisitions described above, had the acquisitions occurred at the beginning of the thirteen and thirty-nine week periods ended July 2, 2005 and June 26, 2004, respectively, are not
significant and, accordingly, are not provided.



|5. | MARKETABLE SECURITIES
|-- | ---------------------



Marketable securities consist of the following (in thousands):



July 2, 2005Gross UnrealizedCost

Gains

Losses

Fair ValueDebt securitiesU.S. Treasury Notes

$
8,823

$
3

$
12

$
8,814U.S. Government Agency mortgage- backed securities


20,342


26


59


20,309Corporate bonds


7,884


1


198


7,687Asset backed securities


10,585


7


85


10,507Total

$
47,634

$
37

$
354

$
47,317




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##### Table of Contents

September 30, 2004GrossUnrealizedCost

Gains

Losses

Fair ValueDebt securitiesU.S. Treasury Notes

$
19,212

$
15

$
13

$
19,214U.S. Government Agency mortgage-backed securities


11,055


13


20


11,048Corporate bonds


8,689


3


71


8,621Asset backed securities


11,715


24


21


11,718Total

$
50,671

$
55

$
125

$
50,601




Proceeds from
the sale/maturity of marketable securities were $18.0 million and $14.4 million during the thirteen week periods ended July 2, 2005 and June 26, 2004 and $68.4 million and $14.4 million during the thirty-nine week periods ended July 2, 2005 and June
26, 2004. Gross realized gains and losses for the thirteen and thirty-nine week periods ended July 2, 2005 and June 26, 2004 were immaterial.



The net carrying values of debt securities at July 2, 2005, by contractual maturity, are shown below. Expected maturities will differ from contractual
maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties (in thousands).



|                                       |  |            |       
|-------------------------------------- |  | ---------- | ------
|Available-for-Sale                     |  | Fair Value
|Due in one year or less                |  | $          | 3,919 
|Due after one year through three years |  |            | 18,201
|Due after three years                  |  |            | 4,888 
|                                       |  |            |       
|                                       |  |            | 27,008
|Mortgage-backed securities             |  |            | 20,309
|                                       |  |            |       
|Total                                  |  | $          | 47,317
|                                       |  |            |       

|6. | INVENTORIES
|-- | -----------



Inventories are stated at the lower of cost or market. Cost of inventories is determined by the average cost and the first-in, first-out (FIFO) methods.
Inventories consist of the following (in thousands):



July 2,2005


September 30,2004Work-in-progress and finished goods

$
41,779


$
36,728Raw materials and purchased component parts


42,247



34,314Total


84,026



71,042Reserve for excess and obsolete inventory


(7,895
)


(6,657
)Inventoriesnet

$
76,131


$
64,385




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##### Table of Contents

|7. | INTANGIBLE ASSETS
|-- | -----------------



Intangible assets subject to amortization consist of the following (in thousands):



July 2, 2005Gross Carrying Amount

Accumulated Amortization

NetUnpatented technology

$
89,686

$
7,446

$
82,240License agreement


9,373


1,017


8,356Trade secrets


11,772


1,025


10,747Patented technology


1,481


341


1,140Order backlog


9,245


8,307


938Total

$
121,557

$
18,136

$
103,421




September 30, 2004GrossCarrying Amount

Accumulated Amortization

NetUnpatented technology

$
85,186

$
4,363

$
80,823License agreement


9,468


625


8,843Trade secrets


11,772


623


11,149Patented technology


1,345


209


1,136Order backlog


7,630


6,480


1,150Total

$
115,401

$
12,300

$
103,101




The total
carrying amount of identifiable intangible assets not subject to amortization consists of $125.5 million of trademarks and trade names at both July 2, 2005 and September 30, 2004.



The aggregate amortization expense on identifiable intangible assets for the thirteen and thirty-nine weeks ended July 2,
2005 and June 26, 2004 was approximately $2.1 million, $5.8 million, $2.9 million, and $8.5 million, respectively. The estimated amortization expense for fiscal 2005 is $7.6 million and for each of the five succeeding years 2006 through 2010 is $5.9
million, $5.4 million, $5.4 million, $5.2 million and $5.2 million, respectively.



Intangible assets acquired during the thirty-nine weeks ended July 2, 2005 were as follows (in thousands):



Cost

Amortization PeriodIntangible assets not subject to amortization:Goodwill

$
43,811

NoneIntangible assets subject to amortization:Unpatented technology


4,500

20 yearsOrder backlog


1,615

1 year6,115

15 yearsTotal

$
49,926




The Company is
in the process of obtaining third party valuations of certain intangible assets; thus the amount of goodwill and other intangible assets recorded is subject to adjustment.



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The following is a summary of the changes in the carrying value of goodwill from September 30, 2004
through July 2, 2005 (in thousands):



|                            |  |   |        
|--------------------------- |  | - | -------
|Balance, September 30, 2004 |  | $ | 812,460
|Acquisitions                |  |   | 43,811 
|Other                       |  |   | 764    
|                            |  |   |        
|Balance, July 2, 2005       |  | $ | 857,035
|                            |  |   |        



|8. | PRODUCT WARRANTY
|-- | ----------------



The Company provides limited warranties in connection with the sale of its products. The warranty period for products sold varies among the Companys
operations, ranging from 90 days to five years; however, the warranty period for the majority of the Companys sales generally does not exceed one year. A provision for the estimated cost to repair or replace the products is recorded at the
time of sale and periodically adjusted to reflect actual experience. The following table presents a reconciliation of changes in the product warranty liability for the thirty-nine week periods ended July 2, 2005 and June 26, 2004 (in thousands):



Thirty-Nine Weeks EndedJuly 2,2005


June 26,2004Liability balance at beginning of period

$
2,829


$
3,070Product warranty accrual


982



1,005Warranty costs incurred


(1,151
)


(1,296
)Acquisitions


435



Liability balance at end of period

$
3,095


$
2,779




|9. | RETIREMENT PLANS
|-- | ----------------



Defined Benefit Pension Plans  The Company has two non-contributory defined benefit pension plans, which together cover certain union
employees. The plans provide benefits of stated amounts for each year of service. The Companys funding policy is to contribute actuarially determined amounts allowable under Internal Revenue Service regulations. The plans assets consist
primarily of guaranteed investment contracts with an insurance company.



The components of net periodic benefit cost are detailed below (in thousands):



Thirteen Weeks Ended


Thirty-Nine Weeks EndedJuly 2,  2005


June 26,2004


July 2, 2005


June 26,2004Service cost

$
21


$
23


$
63


$
68Interest cost


96



94



288



282Expected return on plan assets


(67
)


(64
)


(201
)


(191
)Net amortization and deferral


8



7



24



22$
58


$
60


$
174


$
181




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##### Table of Contents

Deferred Compensation PlansCertain management personnel of the Company participate in one or
both of two deferred compensation plans of TD Holding that were established in connection with the Merger. Vested interests in a rollover deferred compensation plan equal to approximately $17.8 million of the $35.7 million fair value of the stock
options rolled over in connection with the Merger were issued as partial compensation in exchange for such options. Managements interest in the rollover deferred compensation plan accretes at a rate of 12% per annum. Notional interests in a
management deferred compensation plan were also issued to certain management personnel in connection with the Merger. The vesting provisions of the management deferred compensation plan are identical to the vesting provisions contained in the TD
Holding stock option plan and are based on the achievement of time and performance criteria over a five-year period. Managements interests in the management deferred compensation plan were initially valued at zero and accrete at a rate equal
to 11.1% of the sum of the interest accrued on the loans extended to TD Holding in connection with the Merger and the notional interest credited under the rollover deferred compensation plan. Because the participants of these deferred compensation
plans are management personnel of the Company, the cost of the plans, which totaled $1.5 million, $4.3 million, $1.4 million and $4.2 million for the thirteen and thirty-nine week periods ended July 2, 2005 and June 26, 2004, is pushed-down to the
Company and recognized as an expense and a capital contribution from TD Holding. The vested obligations under the deferred compensation plans represent obligations of TD Holding and are not guaranteed by Holdings or any of its subsidiaries.



|10. | SUPPLEMENTAL GUARANTOR INFORMATION
|--- | ----------------------------------



TransDigms 83/8% Senior Subordinated Notes are fully and unconditionally guaranteed by Holdings and all direct and indirect subsidiaries of TransDigm (other than one wholly-owned, non-guarantor subsidiary that has inconsequential assets,
liabilities and equity) on a senior subordinated basis. The Holdings guarantee of the 83/8Senior Subordinated
Notes is subordinated to Holdings guarantee of TransDigms borrowings under its amended and restated senior secured credit facility. The following supplemental consolidating condensed financial information presents the balance sheets of
the Company as of July 2, 2005 and September 30, 2004 and its statements of income and cash flows for the thirty-nine weeks ended July 2, 2005 and June 26, 2004.



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TRANSDIGM HOLDING COMPANY

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF JULY 2, 2005

( Amounts in Thousands)



|                                                     |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|---------------------------------------------------- |  | -------- | ------- | --------- | - | -------------------- |  | - | ------------ | - |  | ----------------- | ---------- | - |  | - | ---------
|                                                     |  | Holdings |         | TransDigm |   | SubsidiaryGuarantors |  |   | Eliminations |   |  | TotalConsolidated
|ASSETS                                               |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|                                                     |  |          |         |           |  
|CURRENT ASSETS:                                      |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|Cash and cash equivalents                            |  | $        |        |           | $ | 40,802               |  | $ | (606         | ) |  | $                 |           |   |  | $ | 40,196   
|Marketable securities                                |  |          |        |           |   | 47,317               |  |   |             |   |  |                   |           |   |  |   | 47,317   
|Trade accounts receivable - Net                      |  |          |        |           |   | 21,505               |  |   | 35,405       |   |  |                   |           |   |  |   | 56,910   
|Inventories                                          |  |          |        |           |   | 20,942               |  |   | 55,189       |   |  |                   |           |   |  |   | 76,131   
|Deferred income taxes                                |  |          |        |           |   | 8,492                |  |   |             |   |  |                   |           |   |  |   | 8,492    
|Prepaid expenses and other                           |  |          |        |           |   | 1,030                |  |   | 1,112        |   |  |                   |           |   |  |   | 2,142    
|                                                     |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|Total current assets                                 |  |          |        |           |   | 140,088              |  |   | 91,100       |   |  |                   |           |   |  |   | 231,188  
|                                                     |  |          |         |           |  
|INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES |  |          | 593,803 |           |   | 2,037,944            |  |   | 688,955      |   |  |                   | (3,320,702 | ) |  |   |         
|                                                     |  |          |         |           |  
|PROPERTY, PLANT AND EQUIPMENT - Net                  |  |          |        |           |   | 22,361               |  |   | 41,325       |   |  |                   |           |   |  |   | 63,686   
|                                                     |  |          |         |           |  
|GOODWILL                                             |  |          |        |           |   | 407,779              |  |   | 449,256      |   |  |                   |           |   |  |   | 857,035  
|                                                     |  |          |         |           |  
|TRADEMARKS AND TRADE NAMES                           |  |          |        |           |   | 52,997               |  |   | 72,500       |   |  |                   |           |   |  |   | 125,497  
|                                                     |  |          |         |           |  
|OTHER INTANGIBLE ASSETS - Net                        |  |          |        |           |   | 35,326               |  |   | 68,095       |   |  |                   |           |   |  |   | 103,421  
|                                                     |  |          |         |           |  
|DEBT ISSUE COSTS - Net                               |  |          |        |           |   | 20,290               |  |   |             |   |  |                   |           |   |  |   | 20,290   
|                                                     |  |          |         |           |  
|OTHER                                                |  |          |        |           |   | 776                  |  |   |             |   |  |                   |           |   |  |   | 776      
|                                                     |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|TOTAL ASSETS                                         |  | $        | 593,803 |           | $ | 2,717,561            |  | $ | 1,411,231    |   |  | $                 | (3,320,702 | ) |  | $ | 1,401,893
|                                                     |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|LIABILITIES AND STOCKHOLDERS EQUITY                 |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|                                                     |  |          |         |           |  
|CURRENT LIABILITIES:                                 |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|Current portion of long-term liabilities             |  | $        |        |           | $ | 2,943                |  | $ |             |   |  | $                 |           |   |  | $ | 2,943    
|Accounts payable                                     |  |          |        |           |   | 7,143                |  |   | 7,374        |   |  |                   |           |   |  |   | 14,517   
|Accrued liabilities                                  |  |          |        |           |   | 24,594               |  |   | 8,825        |   |  |                   |           |   |  |   | 33,419   
|                                                     |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|Total current liabilities                            |  |          |        |           |   | 34,680               |  |   | 16,199       |   |  |                   |           |   |  |   | 50,879   
|                                                     |  |          |         |           |  
|LONG-TERM DEBT - Less current portion                |  |          |        |           |   | 687,642              |  |   |             |   |  |                   |           |   |  |   | 687,642  
|                                                     |  |          |         |           |  
|DEFERRED INCOME TAXES                                |  |          |        |           |   | 66,664               |  |   |             |   |  |                   |           |   |  |   | 66,664   
|                                                     |  |          |         |           |  
|OTHER NON-CURRENT LIABILITIES                        |  |          |        |           |   | 1,798                |  |   | 1,107        |   |  |                   |           |   |  |   | 2,905    
|                                                     |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|Total liabilities                                    |  |          |        |           |   | 790,784              |  |   | 17,306       |   |  |                   |           |   |  |   | 808,090  
|                                                     |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|STOCKHOLDERS EQUITY                                 |  |          | 593,803 |           |   | 1,926,777            |  |   | 1,393,925    |   |  |                   | (3,320,702 | ) |  |   | 593,803  
|                                                     |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY           |  | $        | 593,803 |           | $ | 2,717,561            |  | $ | 1,411,231    |   |  | $                 | (3,320,702 | ) |  | $ | 1,401,893
|                                                     |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          



12



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TRANSDIGM HOLDING COMPANY

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF SEPTEMBER 30, 2004

(Amounts in Thousands)



|                                                      |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|----------------------------------------------------- |  | -------- | ------- | --------- | - | -------------------- |  | - | ------------ | - |  | ----------------- | ---------- | - |  | - | ---------
|                                                      |  | Holdings |         | TransDigm |   | SubsidiaryGuarantors |  |   | Eliminations |   |  | TotalConsolidated
|ASSETS                                                |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|                                                      |  |          |         |           |  
|CURRENT ASSETS:                                       |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|Cash and cash equivalents                             |  | $        |        |           | $ | 50,148               |  | $ | (1,650       | ) |  | $                 |           |   |  | $ | 48,498   
|Marketable securities                                 |  |          |        |           |   | 50,601               |  |   |             |   |  |                   |           |   |  |   | 50,601   
|Trade accounts receivable - Net                       |  |          |        |           |   | 17,508               |  |   | 26,981       |   |  |                   |           |   |  |   | 44,489   
|Inventories                                           |  |          |        |           |   | 19,690               |  |   | 44,695       |   |  |                   |           |   |  |   | 64,385   
|Deferred income taxes                                 |  |          |        |           |   | 10,092               |  |   |             |   |  |                   |           |   |  |   | 10,092   
|Prepaid expenses and other                            |  |          |        |           |   | 1,283                |  |   | 568          |   |  |                   |           |   |  |   | 1,851    
|                                                      |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|Total current assets                                  |  |          |        |           |   | 149,322              |  |   | 70,594       |   |  |                   |           |   |  |   | 219,916  
|                                                      |  |          |         |           |  
|INVESTMENTS IN SUBSIDIARIES AND INTERCOMPANY BALANCES |  |          | 546,618 |           |   | 1,964,550            |  |   | 656,196      |   |  |                   | (3,167,364 | ) |  |   |         
|                                                      |  |          |         |           |  
|PROPERTY, PLANT AND EQUIPMENT - Net                   |  |          |        |           |   | 22,185               |  |   | 38,632       |   |  |                   |           |   |  |   | 60,817   
|                                                      |  |          |         |           |  
|GOODWILL                                              |  |          |        |           |   | 404,277              |  |   | 408,183      |   |  |                   |           |   |  |   | 812,460  
|                                                      |  |          |         |           |  
|TRADEMARKS AND TRADE NAMES                            |  |          |        |           |   | 52,997               |  |   | 72,500       |   |  |                   |           |   |  |   | 125,497  
|                                                      |  |          |         |           |  
|OTHER INTANGIBLE ASSETS - Net                         |  |          |        |           |   | 36,721               |  |   | 66,380       |   |  |                   |           |   |  |   | 103,101  
|                                                      |  |          |         |           |  
|DEBT ISSUE COSTS - Net                                |  |          |        |           |   | 23,148               |  |   |             |   |  |                   |           |   |  |   | 23,148   
|                                                      |  |          |         |           |  
|OTHER                                                 |  |          |        |           |   | 710                  |  |   |             |   |  |                   |           |   |  |   | 710      
|                                                      |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|TOTAL ASSETS                                          |  | $        | 546,618 |           | $ | 2,653,910            |  | $ | 1,312,485    |   |  | $                 | (3,167,364 | ) |  | $ | 1,345,649
|                                                      |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|LIABILITIES AND STOCKHOLDERS EQUITY                  |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|                                                      |  |          |         |           |  
|CURRENT LIABILITIES:                                  |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|Current portion of long-term liabilities              |  | $        |        |           | $ | 4,431                |  | $ |             |   |  | $                 |           |   |  | $ | 4,431    
|Accounts payable                                      |  |          |        |           |   | 6,199                |  |   | 5,269        |   |  |                   |           |   |  |   | 11,468   
|Accrued liabilities                                   |  |          |        |           |   | 17,079               |  |   | 7,721        |   |  |                   |           |   |  |   | 24,800   
|                                                      |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|Total current liabilities                             |  |          |        |           |   | 27,709               |  |   | 12,990       |   |  |                   |           |   |  |   | 40,699   
|                                                      |  |          |         |           |  
|LONG-TERM DEBT - Less current portion                 |  |          |        |           |   | 689,848              |  |   |             |   |  |                   |           |   |  |   | 689,848  
|                                                      |  |          |         |           |  
|DEFERRED INCOME TAXES                                 |  |          |        |           |   | 65,645               |  |   |             |   |  |                   |           |   |  |   | 65,645   
|                                                      |  |          |         |           |  
|OTHER NON-CURRENT LIABILITIES                         |  |          |        |           |   | 1,732                |  |   | 1,107        |   |  |                   |           |   |  |   | 2,839    
|                                                      |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|Total liabilities                                     |  |          |        |           |   | 784,934              |  |   | 14,097       |   |  |                   |           |   |  |   | 799,031  
|                                                      |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|STOCKHOLDERS EQUITY                                  |  |          | 546,618 |           |   | 1,868,976            |  |   | 1,298,388    |   |  |                   | (3,167,364 | ) |  |   | 546,618  
|                                                      |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY            |  | $        | 546,618 |           | $ | 2,653,910            |  | $ | 1,312,485    |   |  | $                 | (3,167,364 | ) |  | $ | 1,345,649
|                                                      |  |          |         |           |   |                      |  |   |              |   |  |                   |            |   |  |   |          



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TRANSDIGM HOLDING COMPANY

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THIRTY-NINE WEEKS
ENDED JULY 2, 2005

(Amounts in Thousands)



|                                 |  |          |        |   |           |   |         |                      |  |              |         |  |                   |         |   |  |   |         |  
|-------------------------------- |  | -------- | ------ | - | --------- | - | ------- | -------------------- |  | ------------ | ------- |  | ----------------- | ------- | - |  | - | ------- | -
|                                 |  | Holdings |        |   | TransDigm |   |         | SubsidiaryGuarantors |  | Eliminations |         |  | TotalConsolidated |        
|NET SALES                        |  | $        |       |   |           | $ | 107,932 |                      |  | $            | 161,357 |  | $                 |        |   |  | $ | 269,289 |  
|                                 |  |          |        |   |          
|COST OF SALES                    |  |          |       |   |           |   | 48,656  |                      |  |              | 88,210  |  |                   |        |   |  |   | 136,866 |  
|                                 |  |          |        |   |           |   |         |                      |  |              |         |  |                   |         |   |  |   |         |  
|GROSS PROFIT                     |  |          |       |   |           |   | 59,276  |                      |  |              | 73,147  |  |                   |        |   |  |   | 132,423 |  
|                                 |  |          |        |   |          
|OPERATING EXPENSES:              |  |          |        |   |           |   |         |                      |  |              |         |  |                   |         |   |  |   |         |  
|Selling and administrative       |  |          |       |   |           |   | 14,610  |                      |  |              | 13,231  |  |                   |        |   |  |   | 27,841  |  
|Amortization of intangibles      |  |          |       |   |           |   | 1,437   |                      |  |              | 4,399   |  |                   |        |   |  |   | 5,836   |  
|                                 |  |          |        |   |           |   |         |                      |  |              |         |  |                   |         |   |  |   |         |  
|Total operating expenses         |  |          |       |   |           |   | 16,047  |                      |  |              | 17,630  |  |                   |        |   |  |   | 33,677  |  
|                                 |  |          |        |   |           |   |         |                      |  |              |         |  |                   |         |   |  |   |         |  
|INCOME FROM OPERATIONS           |  |          |       |   |           |   | 43,229  |                      |  |              | 55,517  |  |                   |        |   |  |   | 98,746  |  
|                                 |  |          |        |   |          
|OTHER INCOME (EXPENSES):         |  |          |        |   |           |   |         |                      |  |              |         |  |                   |         |   |  |   |         |  
|Interest expense - Net           |  |          | (9,040 | ) |           |   | (32,385 | )                    |  |              | 3,576   |  |                   |        |   |  |   | (37,849 | )
|Equity in income of subsidiaries |  |          | 43,630 |   |           |   | 37,287  |                      |  |              |        |  |                   | (80,917 | ) |  |   |        |  
|                                 |  |          |        |   |           |   |         |                      |  |              |         |  |                   |         |   |  |   |         |  
|INCOME BEFORE INCOME TAXES       |  |          | 34,590 |   |           |   | 48,131  |                      |  |              | 59,093  |  |                   | (80,917 | ) |  |   | 60,897  |  
|                                 |  |          |        |   |          
|INCOME TAX PROVISION (BENEFIT)   |  |          | (3,336 | ) |           |   | 4,501   |                      |  |              | 21,806  |  |                   |        |   |  |   | 22,971  |  
|                                 |  |          |        |   |           |   |         |                      |  |              |         |  |                   |         |   |  |   |         |  
|NET INCOME                       |  | $        | 37,926 |   |           | $ | 43,630  |                      |  | $            | 37,287  |  | $                 | (80,917 | ) |  | $ | 37,926  |  
|                                 |  |          |        |   |           |   |         |                      |  |              |         |  |                   |         |   |  |   |         |  



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TRANSDIGM HOLDING COMPANY

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THIRTY-NINE WEEKS
ENDED JUNE 26, 2004

(Amounts in Thousands)



|                                 |  |          |        |   |           |   |         |                      |  |              |         |  |                   |         |   |  |   |         |  
|-------------------------------- |  | -------- | ------ | - | --------- | - | ------- | -------------------- |  | ------------ | ------- |  | ----------------- | ------- | - |  | - | ------- | -
|                                 |  | Holdings |        |   | TransDigm |   |         | SubsidiaryGuarantors |  | Eliminations |         |  | TotalConsolidated |        
|NET SALES                        |  | $        |       |   |           | $ | 94,140  |                      |  | $            | 121,793 |  | $                 |        |   |  | $ | 215,933 |  
|                                 |  |          |        |   |          
|COST OF SALES                    |  |          |       |   |           |   | 45,971  |                      |  |              | 76,405  |  |                   |        |   |  |   | 122,376 |  
|                                 |  |          |        |   |           |   |         |                      |  |              |         |  |                   |         |   |  |   |         |  
|GROSS PROFIT                     |  |          |       |   |           |   | 48,169  |                      |  |              | 45,388  |  |                   |        |   |  |   | 93,557  |  
|                                 |  |          |        |   |          
|OPERATING EXPENSES:              |  |          |        |   |           |   |         |                      |  |              |         |  |                   |         |   |  |   |         |  
|Selling and administrative       |  |          |       |   |           |   | 13,696  |                      |  |              | 8,336   |  |                   |        |   |  |   | 22,032  |  
|Amortization of intangibles      |  |          |       |   |           |   | 3,852   |                      |  |              | 4,669   |  |                   |        |   |  |   | 8,521   |  
|                                 |  |          |        |   |           |   |         |                      |  |              |         |  |                   |         |   |  |   |         |  
|Total operating expenses         |  |          |       |   |           |   | 17,548  |                      |  |              | 13,005  |  |                   |        |   |  |   | 30,553  |  
|                                 |  |          |        |   |           |   |         |                      |  |              |         |  |                   |         |   |  |   |         |  
|INCOME FROM OPERATIONS           |  |          |       |   |           |   | 30,621  |                      |  |              | 32,383  |  |                   |        |   |  |   | 63,004  |  
|                                 |  |          |        |   |          
|OTHER INCOME (EXPENSES):         |  |          |        |   |           |   |         |                      |  |              |         |  |                   |         |   |  |   |         |  
|Interest expense - Net           |  |          | (7,429 | ) |           |   | (32,087 | )                    |  |              | 2,652   |  |                   |        |   |  |   | (36,864 | )
|Equity in income of subsidiaries |  |          | 21,148 |   |           |   | 22,072  |                      |  |              |        |  |                   | (43,220 | ) |  |   |        |  
|                                 |  |          |        |   |           |   |         |                      |  |              |         |  |                   |         |   |  |   |         |  
|INCOME BEFORE INCOME TAXES       |  |          | 13,719 |   |           |   | 20,606  |                      |  |              | 35,035  |  |                   | (43,220 | ) |  |   | 26,140  |  
|                                 |  |          |        |   |          
|INCOME TAX PROVISION (BENEFIT)   |  |          | (2,749 | ) |           |   | (542    | )                    |  |              | 12,963  |  |                   |        |   |  |   | 9,672   |  
|                                 |  |          |        |   |           |   |         |                      |  |              |         |  |                   |         |   |  |   |         |  
|NET INCOME                       |  | $        | 16,468 |   |           | $ | 21,148  |                      |  | $            | 22,072  |  | $                 | (43,220 | ) |  | $ | 16,468  |  
|                                 |  |          |        |   |           |   |         |                      |  |              |         |  |                   |         |   |  |   |         |  



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TRANSDIGM HOLDING COMPANY

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THIRTY-NINE WEEKS
ENDED JULY 2, 2005

(Amounts in Thousands)



|                                                                                 |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  
|-------------------------------------------------------------------------------- |  | -------- | ------- | - | --------- | - | ------- | -------------------- |  | - | ------------ | - |  | ----------------- | ------- | - |  | - | ------- | -
|                                                                                 |  | Holdings |         |   | TransDigm |   |         | SubsidiaryGuarantors |  |   | Eliminations |   |  | TotalConsolidated |        
|OPERATING ACTIVITIES:                                                            |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  
|Net income                                                                       |  | $        | 37,926  |   |           | $ | 43,630  |                      |  | $ | 37,287       |   |  | $                 | (80,917 | ) |  | $ | 37,926  |  
|Adjustments to reconcile net income to net cash provided by operating activities |  |          | (43,630 | ) |           |   | (15,124 | )                    |  |   | 882          |   |  |                   | 80,917  |   |  |   | 23,045  |  
|                                                                                 |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  
|Net cash provided by operating activities                                        |  |          | (5,704  | ) |           |   | 28,506  |                      |  |   | 38,169       |   |  |                   |        |   |  |   | 60,971  |  
|                                                                                 |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  
|INVESTING ACTIVITIES                                                             |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  
|Capital expenditures                                                             |  |          |        |   |           |   | (2,577  | )                    |  |   | (2,943       | ) |  |                   |        |   |  |   | (5,520  | )
|Acquisition of businesses                                                        |  |          |        |   |           |   | (63,082 | )                    |  |   |             |   |  |                   |        |   |  |   | (63,082 | )
|Purchase of marketable securities                                                |  |          |        |   |           |   | (65,320 | )                    |  |   |             |   |  |                   |        |   |  |   | (65,320 | )
|Sales and maturity of marketable securities                                      |  |          |        |   |           |   | 68,355  |                      |  |   |             |   |  |                   |        |   |  |   | 68,355  |  
|                                                                                 |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  
|Net cash used in investing activities                                            |  |          |        |   |           |   | (62,624 | )                    |  |   | (2,943       | ) |  |                   |        |   |  |   | (65,567 | )
|                                                                                 |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  
|FINANCING ACTIVITIES:                                                            |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  
|Changes in intercompany activities                                               |  |          | 5,704   |   |           |   | 28,478  |                      |  |   | (34,182      | ) |  |                   |        |   |  |   |        |  
|Payment of amounts borrowed under credit facility                                |  |          |        |   |           |   | (2,206  | )                    |  |   |             |   |  |                   |        |   |  |   | (2,206  | )
|Payment of license obligation                                                    |  |          |        |   |           |   | (1,500  | )                    |  |   |             |   |  |                   |        |   |  |   | (1,500  | )
|                                                                                 |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  
|Net cash provided by (used in) financing activities                              |  |          | 5,704   |   |           |   | 24,772  |                      |  |   | (34,182      | ) |  |                   |        |   |  |   | (3,706  | )
|                                                                                 |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 |  |          |        |   |           |   | (9,346  | )                    |  |   | 1,044        |   |  |                   |        |   |  |   | (8,302  | )
|                                                                                 |  |          |         |   |          
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                   |  |          |        |   |           |   | 50,148  |                      |  |   | (1,650       | ) |  |                   |        |   |  |   | 48,498  |  
|                                                                                 |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                         |  | $        |        |   |           | $ | 40,802  |                      |  | $ | (606         | ) |  | $                 |        |   |  | $ | 40,196  |  
|                                                                                 |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  



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TRANSDIGM HOLDING COMPANY



CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THIRTY-NINE WEEKS ENDED JUNE 26, 2004

(Amounts in Thousands)

|                                                                                 |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  
|-------------------------------------------------------------------------------- |  | -------- | ------- | - | --------- | - | ------- | -------------------- |  | - | ------------ | - |  | ----------------- | ------- | - |  | - | ------- | -
|                                                                                 |  | Holdings |         |   | TransDigm |   |         | SubsidiaryGuarantors |  |   | Eliminations |   |  | TotalConsolidated |        
|OPERATING ACTIVITIES:                                                            |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  
|Net income                                                                       |  | $        | 16,468  |   |           | $ | 21,148  |                      |  | $ | 22,072       |   |  | $                 | (43,220 | ) |  | $ | 16,468  |  
|Adjustments to reconcile net income to net cash provided by operating activities |  |          | 15,555  |   |           |   | 5,664   |                      |  |   | 12,045       |   |  |                   | 43,220  |   |  |   | 76,484  |  
|                                                                                 |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  
|Net cash provided by operating activities                                        |  |          | 32,023  |   |           |   | 26,812  |                      |  |   | 34,117       |   |  |                   |        |   |  |   | 92,952  |  
|                                                                                 |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  
|INVESTING ACTIVITIES                                                             |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  
|Purchase of marketable securities                                                |  |          |        |   |           |   | (64,788 | )                    |  |   |             |   |  |                   |        |   |  |   | (64,788 | )
|Sales and maturity of marketable securities                                      |  |          |        |   |           |   | 14,444  |                      |  |   |             |   |  |                   |        |   |  |   | 14,444  |  
|Capital expenditures                                                             |  |          |        |   |           |   | (1,735  | )                    |  |   | (1,635       | ) |  |                   |        |   |  |   | (3,370  | )
|                                                                                 |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  
|Net cash used in investing activities                                            |  |          |        |   |           |   | (52,079 | )                    |  |   | (1,635       | ) |  |                   |        |   |  |   | (53,714 | )
|                                                                                 |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  
|FINANCING ACTIVITIES:                                                            |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  
|Changes in intercompany activities                                               |  |          | (31,527 | ) |           |   | 65,505  |                      |  |   | (33,978      | ) |  |                   |        |   |  |   |        |  
|Payment of amounts borrowed under credit facility                                |  |          |        |   |           |   | (737    | )                    |  |   |             |   |  |                   |        |   |  |   | (737    | )
|Payment of license obligation                                                    |  |          |        |   |           |   | (1,500  | )                    |  |   |             |   |  |                   |        |   |  |   | (1,500  | )
|Purchase of common stock                                                         |  |          | (520    | ) |           |   |        |                      |  |   |             |   |  |                   |        |   |  |   | (520    | )
|Proceeds from exercise of stock options                                          |  |          | 24      |   |           |   |        |                      |  |   |             |   |  |                   |        |   |  |   | 24      |  
|                                                                                 |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  
|Net cash provided by (used in) financing activities                              |  |          | (32,023 | ) |           |   | 63,268  |                      |  |   | (33,978      | ) |  |                   |        |   |  |   | (2,733  | )
|                                                                                 |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 |  |          |        |   |           |   | 38,001  |                      |  |   | (1,496       | ) |  |                   |        |   |  |   | 36,505  |  
|                                                                                 |  |          |         |   |          
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                   |  |          |        |   |           |   | 19,352  |                      |  |   | (450         | ) |  |                   |        |   |  |   | 18,902  |  
|                                                                                 |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                         |  | $        |        |   |           | $ | 57,353  |                      |  | $ | (1,946       | ) |  | $                 |        |   |  | $ | 55,407  |  
|                                                                                 |  |          |         |   |           |   |         |                      |  |   |              |   |  |                   |         |   |  |   |         |  



* * * * *



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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following discussion of the Companys financial condition and results of operations should be read together with Holdings consolidated financial
statements and the related notes included elsewhere in the Report. References in this section to the Company, TransDigm, we, us or our are to Holdings, together with TransDigm Inc. and its
subsidiaries. References to Holdings are to TransDigm Holding Company, which holds all of the outstanding capital stock of TransDigm.



This Quarterly Report includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act of 1934, as amended, including, in particular, the statements about the Companys plans, strategies and prospects under this Managements Discussion and Analysis of Financial Condition and Results of Operations section.
Although the Company believes that its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, the Company can give no assurance that such plans, intentions or expectations will be achieved.
Important factors that could cause actual results to differ materially from the forward-looking statements made in this Quarterly Report include but are not limited to:



| |  |  | We have a substantial amount of indebtedness which could adversely affect our financial health.
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | Increases in interest rates would increase our interest expense.
| | - |  | ----------------------------------------------------------------



| |  |  | Our substantial indebtedness could prevent us from fulfilling our obligations under our indebtedness. To service our indebtedness, we will require a significant amount of cash. Our
ability to generate cash depends on many factors beyond our control.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Despite current indebtedness levels, we may still be able to incur substantially more debt.
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | The terms of our amended and restated senior secured credit facility and the indenture governing the senior subordinated notes may restrict our current and future operations,
particularly our ability to respond to changes or to take certain actions.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Future terrorist attacks may have a material, adverse impact on our business.
| | - |  | -----------------------------------------------------------------------------



| |  |  | Our business is sensitive to the number of flight hours that our customers planes spend aloft and to our customers profitability. These items are, in turn, affected by
general economic conditions. In addition, our sales to manufacturers of new large aircraft are cyclical.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We rely heavily on certain customers for much of our sales.
| | - |  | -----------------------------------------------------------



| |  |  | We generally do not have guaranteed future sales of our products. Further, we enter into fixed price contracts with some of our customers, so we take the risk for cost overruns.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our government contracts entail certain risks because government contracts are dependent on the U.S. defense budget, certain unfavorable termination provisions and may be subject to
audit and modification.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A decline in the U.S. defense budget or the defense budget of foreign governments may adversely affect our sales of parts used in military aircraft.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our business may be adversely affected if we lost our government or industry approvals or if more onerous government regulations were enacted or industry oversight increased.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| |  |  | We are dependent on our highly trained employees and any work stoppage or difficulty hiring similar employees would adversely affect our business.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | If we lose our senior management, our business may be adversely affected.
| | - |  | -------------------------------------------------------------------------



| |  |  | Our business is dependent on the availability of certain components and raw materials that we buy from suppliers.
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | We could incur substantial costs as a result of violations of or liabilities under environmental laws.
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | Our international business exposes us to risks relating to increased regulation and political or economic instability, globally or within certain foreign countries.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We intend to pursue future acquisitions and our business may be adversely affected if we cannot consummate acquisitions on satisfactory terms or effectively integrate new
operations.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We have recorded a significant amount of intangible assets, which may never generate the returns we expect.
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | We face significant competition.
| | - |  | --------------------------------



| |  |  | We could be adversely affected as a result of a lawsuit if one of our components causes an aircraft to crash and we are not covered by our insurance policies.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



All forward-looking statements attributable to the Company or
persons acting on its behalf are expressly qualified in their entirety by those cautionary statements. Many such factors are outside the control of the Company. Consequently, such forward-looking statements should be regarded solely as the
Companys current plans, estimates and beliefs. The Company does not undertake and specifically declines any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future
events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.



Overview



TransDigm is a leading supplier of highly engineered aircraft components for use on nearly all commercial and military aircraft in service today. Most of the Companys products share four common characteristics:
(1) highly engineered and proprietary; (2) significant aftermarket content; (3) sole source provider; and (4) significant share of niche markets.



TransDigms customers include distributors of aerospace components, commercial airlines, aircraft maintenance facilities, aircraft and engine original equipment
manufacturers, or OEMs, various armed forces of the United States and foreign governments, and defense OEMs. TransDigm generates the majority of its operating income from sales of replacement parts and services in the commercial and defense
aftermarkets. The majority of TransDigms OEM sales are on an exclusive sole source basis, meaning that, in most cases, TransDigm is the only certified provider of these parts in the aftermarket. Aftermarket parts sales are driven by the size
and usage of the worldwide aircraft fleet, are historically relatively stable and generate recurring revenues over the life of an aircraft that are many times the size of the original OEM purchases. TransDigms operating units have over 40
years of experience in most of their product lines, which allows them to benefit from a large and growing installed base of aircraft.



On July 22, 2003, an entity formed by Warburg Pincus Private Equity VIII, L.P. (Warburg Pincus) and Holdings merged with and into Holdings, with Holdings
continuing as the surviving corporation as a wholly-owned subsidiary of a newly formed corporation, TD Holding Corporation (TD Holding) (the Merger). The Merger was accounted for as a purchase and fair value adjustments to
the Companys assets and liabilities were recorded as of the date of the Merger.



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##### Table of Contents

Recent Developments



On June 30, 2005, TransDigm, through its wholly-owned Skurka Aerospace subsidiary, acquired an aerospace motor product line from Eaton Corporation. The Eaton business has
been a long-time supplier of aerospace motors and related products and is located in Burbank, California, a suburb of Los Angeles. The motor products are used on a range of commercial aircraft, as well as military programs. The businesss
proprietary products, market position, and aftermarket content fit well with TransDigms overall business and strategic direction. The motor product line will be consolidated into Skurkas existing aerospace motor business in Camarillo,
California.



On January 28, 2005, TransDigm acquired all of the outstanding
capital stock of Fluid Regulators Corporation (FRC), a wholly-owned subsidiary of Esterline Technologies Corporation, for $23.5 million in cash, net of a purchase price adjustment of $0.5 million received in April 2005. FRC designs and
manufactures highly engineered flight control and pressure valves used in hydraulic, fuel, lubrication and related applications. The products are used on a wide range of commercial and regional aircraft as well as many corporate and military
aircraft. FRCs product characteristics and market position fit well with TransDigms overall direction. In addition, as a result of the acquisition, TransDigm expects to reduce the combined operating costs through the integration of the
FRC manufacturing process with its existing AeroControlex division.



On
December 31, 2004, TransDigm acquired certain assets and assumed certain liabilities of Skurka Engineering Company (Skurka) for $30.7 million in cash. The transaction was funded through the use of the Companys existing cash
balances. Skurka designs and manufactures engineered aerospace components primarily AC/DC electric motors and transducers. The products are used on a wide range of commercial and military aircraft, ships and ground vehicles. Skurkas product
characteristics and market position fit well with TransDigms overall direction.



EBITDA and EBITDA, As Defined



The following table sets forth
a reconciliation of net income to EBITDA and EBITDA, As Defined (in millions).



|                                                         |  |                                  |      |                                   |   |                                      |  |                                      |       |  |   |      
|-------------------------------------------------------- |  | -------------------------------- | ---- | --------------------------------- | - | ------------------------------------ |  | ------------------------------------ | ----- |  | - | -----
|                                                         |  | ThirteenWeeks Ended July 2, 2005 |      | ThirteenWeeks Ended June 26, 2004 |   | Thirty- NineWeeks Ended July 2, 2005 |  | Thirty-NineWeeks Ended June 26, 2004
|Net income                                               |  | $                                | 13.8 |                                   | $ | 11.2                                 |  | $                                    | 37.9  |  | $ | 16.5 
|Adjustments:                                             |  |                                  |      |                                   |   |                                      |  |                                      |       |  |   |      
|Depreciation and amortization expense                    |  |                                  | 4.4  |                                   |   | 4.9                                  |  |                                      | 12.5  |  |   | 14.3 
|Interest expense, net                                    |  |                                  | 13.0 |                                   |   | 11.7                                 |  |                                      | 37.8  |  |   | 36.8 
|Income tax provision                                     |  |                                  | 8.9  |                                   |   | 6.5                                  |  |                                      | 23.0  |  |   | 9.7  
|                                                         |  |                                  |      |                                   |   |                                      |  |                                      |       |  |   |      
|EBITDA(1)                                                |  |                                  | 40.1 |                                   |   | 34.3                                 |  |                                      | 111.2 |  |   | 77.3 
|Adjustments:                                             |  |                                  |      |                                   |   |                                      |  |                                      |       |  |   |      
|Inventory purchase accounting adjustments(2)             |  |                                  | 0.4  |                                   |   |                                     |  |                                      | 1.3   |  |   | 18.1 
|Acquisition integration costs(3)                         |  |                                  | 0.7  |                                   |   | 0.2                                  |  |                                      | 0.8   |  |   | 1.2  
|Non-cash compensation and deferred compensation costs(4) |  |                                  | 1.7  |                                   |   | 1.5                                  |  |                                      | 4.9   |  |   | 4.6  
|                                                         |  |                                  |      |                                   |   |                                      |  |                                      |       |  |   |      
|EBITDA, As Defined(1)                                    |  | $                                | 42.9 |                                   | $ | 36.0                                 |  | $                                    | 118.2 |  | $ | 101.2
|                                                         |  |                                  |      |                                   |   |                                      |  |                                      |       |  |   |      



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---

|(1) | EBITDA represents earnings before interest, taxes, depreciation and amortization. EBITDA, As Defined, represents EBITDA, plus inventory purchase accounting charges, certain other
non-recurring merger expenses, non-cash compensation and deferred compensation charges and acquisition integration costs, as applicable. Management believes that the presentation of EBITDA and EBITDA, As Defined, will enhance an investors
understanding of our operating performance. EBITDA and EBITDA, As Defined, are also the measures used by TransDigms senior management to evaluate the performance of TransDigms various lines of business and for other required or
discretionary purposes, such as measuring performance under our employee incentive programs. The amended and restated senior credit agreement requires the Company to comply with certain financial ratios, including a leverage ratio, fixed charged
coverage ratio and interest coverage ratio. Leverage ratio is defined in the amended and restated senior credit agreement, as of any date, as the ratio of the total indebtedness of the Company on a consolidated basis on such date to Consolidated
EBITDA (as defined in the credit agreement) for the period of four consecutive fiscal quarters most recently ended on or prior to such date. Fixed charge coverage ratio is defined in the amended and restated senior credit agreement as, for any
period, the ratio of (a) Consolidated EBITDA for such period to (b) consolidated fixed charges for such period. Interest coverage ratio is defined as, for any period; the ratio of (a) Consolidated EBITDA for such period to (b) consolidated interest
expense for such period. The failure to comply with the financial covenants in the amended and restated senior credit agreement could result in an event of default thereunder (and, in turn, an event of default under the amended and restated senior
credit agreement could result in an event of default under the indenture governing the 83/8% Senior Subordinated
Notes). The amended and restated senior credit agreement defines Consolidated EBITDA in a manner equal to how we define EBITDA, As Defined. Neither EBITDA nor EBITDA, As Defined, is a measurement of financial performance under U.S. generally
accepted accounting principles, or GAAP, and neither should be considered as an alternative to (1) net income determined in accordance with GAAP or (2) operating cash flows determined in accordance with GAAP. Managements calculation of EBITDA
and EBITDA, As Defined, may not be comparable to the calculation of similarly titled measures reported by other companies.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents the portion of the purchase accounting adjustment to inventory pertaining to the acquisitions of Skurka and FRC and the Merger that was charged to cost of sales when the
inventory was sold.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Represents costs incurred to integrate FRC and Norco businesses into the Companys operations.
|--- | ----------------------------------------------------------------------------------------------

|(4) | Represents the expenses recognized by the Company under a stock option plan and two deferred compensation plans of TD Holding that relate to the Companys employees who
participate in the plans.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Critical Accounting Policies



Our consolidated financial statements have been prepared in accordance
with U.S. Generally Accepted Accounting Principles, 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.



A
summary of our significant accounting policies and estimates is included in Item 7  Managements Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended
September 30, 2004. There has been no significant change to our critical accounting policies during the thirty-nine week period ended July 2, 2005.



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Results of Operations



The following table sets forth, for the periods indicated, certain operating data of the Company as a percentage of net sales.



|                                    |  |                             |   |  |                                |   |  |             |   |  |              |  
|----------------------------------- |  | --------------------------- | - |  | ------------------------------ | - |  | ----------- | - |  | ------------ | -
|                                    |  | Thirteen Week Periods Ended |   |  | Thirty-Nine Week Periods Ended |  
|                                    |  | July 2,2005                 |   |  | June 26,2004                   |   |  | July 2,2005 |   |  | June 26,2004 |  
|Net sales                           |  | 100                         | % |  | 100                            | % |  | 100         | % |  | 100          | %
|                                    |  |                             |   |  |                                |   |  |             |   |  |              |  
|Gross profit                        |  | 49                          |   |  | 52                             |   |  | 49          |   |  | 43           |  
|Selling and administrative expenses |  | 10                          |   |  | 10                             |   |  | 10          |   |  | 10           |  
|Amortization of intangibles         |  | 2                           |   |  | 4                              |   |  | 2           |   |  | 4            |  
|                                    |  |                             |   |  |                                |   |  |             |   |  |              |  
|Income from operations              |  | 37                          |   |  | 38                             |   |  | 37          |   |  | 29           |  
|Interest expense - net              |  | 14                          |   |  | 15                             |   |  | 14          |   |  | 17           |  
|Income tax provision                |  | 9                           |   |  | 8                              |   |  | 9           |   |  | 4            |  
|                                    |  |                             |   |  |                                |   |  |             |   |  |              |  
|Net income                          |  | 14                          | % |  | 15                             | % |  | 14          | % |  | 8            | %
|                                    |  |                             |   |  |                                |   |  |             |   |  |              |  



Changes in Results of Operations



Thirteen-week period ended July 2, 2005 compared with the
thirteen-week period ended June 26, 2004.



| |  | Net Sales. Net sales increased by $21.2 million, or 27.9%, to $97.6 million for the quarter ended July 2, 2005, from $76.4 million for the comparable quarter
last year. Sales growth excluding acquisitions was $8.1 million and represented a 10.6% increase over the prior year. The remaining $13.1 million of the increase resulted from the acquisitions of Avionic Instruments, Skurka and FRC (collectively,
the Acquisitions). Excluding the Acquisitions, OEM sales were 29% greater than the comparable quarter last year and aftermarket sales were up slightly despite a decline in military aftermarket sales from the prior year quarter.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Gross Profit. Gross profit (net sales less cost of sales) increased by $8.1 million, or 20.3%, to $47.9 million for the quarter ended July 2, 2005 from $39.8
million for the comparable quarter last year. Gross profit as a percentage of sales decreased approximately three percentage points to 49% for the thirteen week period ended July 2, 2005 from 52% for the thirteen week period ended June 26, 2004. The
increase in gross profit was due to the increase in sales discussed above. The decrease in gross profit as a percentage of sales was due to the dilutive effect of lower margins with the Acquisitions (including the negative impact of start-up costs
and inventory purchase accounting charges) and less favorable product mix from higher OEM sales.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Selling and Administrative Expenses. Selling and administrative expenses increased by $2.6 million, or 33.9%, to $10.1 million, or 10.3% of sales, for the
quarter ended July 2, 2005 from $7.5 million, or 9.9% of sales, for the comparable quarter last year. The increase is primarily due to the Acquisitions and the higher sales discussed above.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Amortization of Intangibles.Amortization of intangibles decreased by $0.8 million to $2.1 million for the quarter ended July 2, 2005 from $2.9 million for the
comparable quarter last year. The decrease was due to the order backlog that was recorded in accounting for the Merger that was subsequently fully amortized during fiscal 2004. This decrease was partially offset by an increase in amortization
expense on the additional identifiable intangible assets recognized in connection with the Acquisitions discussed above.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  | Income from Operations. Operating income increased by $6.3 million, or 21.4%, to $35.7 million for the quarter ended July 2, 2005 from $29.4 million for the
comparable quarter last year, due to the factors described above.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Interest Expense. Interest expense increased $1.3 million, or 10.9%, to $13.0 million for the quarter ended July 2, 2005 from $11.7 million for the comparable quarter last
year principally due to an increase in interest rate on borrowings under the Companys credit facility to 5.3% for the quarter ended July 2, 2005 from 3.5% for the comparable quarter last year.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Income Taxes. Income tax expense as a percentage of income before income taxes was approximately 39% for the quarter ended July 2, 2005 compared to 37% for the
comparable quarter last year. The increase in income tax expense as a percentage of income before income taxes was primarily due to the adoption of a change in the Ohio tax code effective July 1, 2005 resulting in an adjustment to non-current
deferred income tax assets and liabilities and a charge to income tax expense of $0.5 million.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Net Income. The Company earned $13.8 million for the third quarter of fiscal 2005 compared to $11.2 million for the third quarter of fiscal 2004, primarily as a result of the
factors referred to above.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Thirty-nine week period ended July
2, 2005 compared with the thirty-nine week period ended June 26, 2004.



| |  | Net Sales.Net sales increased by $53.4 million, or 24.7%, to $269.3 million for the thirty-nine week period ended July 2, 2005, from $215.9 million for the
comparable period last year. The increase is primarily due to net sales attributable to the Acquisitions totaling $27.6 million, an increase in OEM sales of $14.9 million and an increase in aftermarket sales of $10.9 million.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Gross Profit. Gross profit (net sales less cost of sales) increased by $38.8 million, or 41.5%, to $132.4 million for the thirty-nine week period ended July 2,
2005 from $93.6 million from the comparable period last year. This increase is primarily attributable to higher sales discussed above and unfavorable charges recorded during fiscal 2004. Cost of sales in the prior year period included an $18.1
million charge, or 8.4% of net sales, pertaining to the inventory purchase price adjustment recorded in accounting for the Merger which occurred in July 2003 and $1.2 million, or 0.5% of net sales, of non-recurring integration costs pertaining to
the Norco acquisition.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Gross profit as a
percentage of sales increased 5.9 margin points to 49.2% for the thirty-nine week period ended July 2, 2005 from 43.3% for the comparable period last year principally due to the inventory purchase price adjustment and non-recurring charges discussed
above. This increase in gross profit as a percentage of sales was partially offset by less favorable product mix and the dilutive effect of lower margins with the Acquisitions during the thirty-nine week period ended July 2, 2005.



| |  | Selling and Administrative Expenses. Selling and administrative expenses increased by $5.8 million or 26.4%, to $27.8 million for the thirty-nine week period ended July 2,
2005 from $22.0 million for the comparable period last year primarily due to the Acquisitions and higher sales discussed above. Selling and administrative expenses as a percentage of net sales was approximately 10% for both the thirty-nine week
period ended July 2, 2005 and the comparable period last year.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Amortization of Intangibles. Amortization of intangibles decreased by $2.7 million to $5.8 million for the thirty-nine week period ended July 2, 2005 from $8.5
million for the comparable period last year. The decrease was due to the order backlog that was recorded in accounting for the Merger that was subsequently fully amortized during fiscal 2004. This decrease was partially offset by an increase in
amortization expense on the additional identifiable intangible assets recognized in connection with the Acquisitions discussed above.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Income from Operations. Operating income increased by $35.7 million, or 56.7%, to $98.7 million for the thirty-nine week period ended July 2, 2005 from $63.0
million for the comparable period last year, due to the factors described above.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  | Interest Expense. Interest expense increased $1.0 million, or 2.7%, to $37.9 million for the thirty-nine week period ended July 2, 2005 from $36.9 million for
the comparable period last year principally due to an increase in interest rate on borrowings under the Companys credit facility partially offset by an increase in interest income.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Income Taxes. Income tax expense as a percentage of income before income taxes was approximately 38% for the thirty-nine week period ended July 2, 2005 compared
to 37% for the comparable period last year. The increase in income tax expense as a percentage of income before income taxes was primarily due to the adoption of a change in the Ohio tax code effective July 1, 2005 resulting in an adjustment to
non-current deferred income tax assets and liabilities and a charge to income tax expense of $0.5 million.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Net Income. The Company earned $37.9 million for the thirty-nine week period ended July 2, 2005 compared to $16.5 million for the comparable period last year, primarily as a
result of the factors referred to above.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Backlog



Management believes that sales order backlog (i.e., orders for products
that have not yet been shipped) is a useful indicator of future sales. As of July 2, 2005, the Company estimated its sales order backlog at $207.6 million compared to an estimated $136.8 million as of June 26, 2004. This increase in backlog is due
to the Acquisitions discussed above totaling approximately $47 million and an increase in orders across existing product lines in both the OEM and aftermarket segments. The majority of the purchase orders outstanding as of July 2, 2005 are scheduled
for delivery within the next twelve months. Purchase orders may be subject to cancellation by the customer prior to shipment. The level of unfilled purchase orders at any given date during the year will be materially affected by the timing of the
Companys receipt of purchase orders and the speed with which those orders are filled. Accordingly, the Companys backlog as of July 2, 2005 may not necessarily represent the actual amount of shipments or sales for any future period.



Foreign Operations



Although the Company manufactures all of its products in the United States, some components
are purchased from foreign suppliers and a portion of the Companys products are resold to foreign end-users. Sales to foreign customers are subject to numerous additional risks, including the impact of foreign government regulations, currency
fluctuations, political uncertainties and differences in business practices. There can be no assurance that the U.S. Government or foreign governments will not adopt regulations or take other action that would have a direct or indirect adverse
impact on the business or market opportunities of the Company within such governments countries. Furthermore, there can be no assurance that the political, cultural and economic climate outside the United States will be favorable to the
Companys operations and growth strategy.



Inflation



Many of the Companys raw materials and operating expenses are sensitive to the effects
of inflation, which could result in changing operating costs. The effects of inflation on the Companys businesses during the thirteen and thirty-nine week periods ended July 2, 2005 and June 26, 2004, respectively, were not significant.



Liquidity and Capital Resources



The Company generated $61.0 million of cash from operating activities during the thirty-nine
week period ended July 2, 2005 compared to $93.0 million generated during the comparable period ended June 26, 2004. The decrease of $32.0 million is primarily due to the receipt of income tax refunds of $37.1 million in fiscal 2004 resulting
primarily from merger expense of $176 million incurred in fiscal 2003.



Cash
used in investing activities was $65.6 million during the thirty-nine weeks ended July 2, 2005 primarily a result of the Acquisitions discussed above. Cash used in investing activities was $53.7 million during the thirty-nine week period ended June
26, 2004 consisting primarily of the Companys net investment in marketable securities of $50.3 million.



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Cash used in financing activities during the thirty-nine weeks ended July 2, 2005 increased to $3.7 million compared to
$2.7 million during the thirty-nine weeks ended June 26, 2004. The increase of $1.0 million is primarily due to an increase in the repayment of amounts borrowed under its senior credit facility.



In connection with the Merger, all of TransDigm Inc.s borrowings (term loans) under its
previous senior secured credit facility were repaid and a new senior secured credit facility was obtained. On April 1, 2004, TransDigms senior credit facility was amended and restated to refinance approximately $294 million of term loans then
outstanding. TransDigms new amended and restated senior secured credit facility (the Amended and Restated Senior Credit Facility) totals $394 million, which consists of (1) a $100 million revolving credit line (including a letter
of credit sub-facility of $15 million) maturing in July 2009 and (2) a $294 million term loan facility maturing in July 2010. At July 2, 2005, the Company had a $0.85 million letter of credit outstanding and $99.15 million of borrowings available
under the Amended and Restated Senior Credit Facility.



The revolving loan
facility matures in July 2009 and the term loan facility matures in July 2010. The Amended and Restated Senior Credit Facility requires scheduled quarterly payments of principal on the term loans in aggregate annual principal amounts equal to 1% of
the original aggregate principal amount of the term loans during the life of the loans, with the balance payable at final maturity. Subject to exceptions, the Amended and Restated Senior Credit Facility also require mandatory prepayments of term
loans based on certain percentages of excess cash flows, as defined, commencing 95 days after the end of the fiscal year ending on September 30, 2006, net cash proceeds of asset sales, the issuance of equity securities or the issuance of certain
debt securities.



In addition, the Company has the right to request (but no
lender is committed to provide) additional term loans under such facilities, subject to the satisfaction of customary conditions, including being in compliance with the financial covenants in the credit agreement after giving effect, on a pro forma
basis, to any such incremental term loan borrowing.



The interest rates per
annum applicable to loans other than swingline loans (i.e., a short-term line of credit that is provided as part of the revolving credit facility by the administrative agent, which can be converted at any time by the administrative agent into
revolving credit loans under the revolving credit facility), under the Amended and Restated Senior Credit Facility are, at the Companys option, equal to either an alternate base rate or an adjusted LIBO rate for one, two, three or six-month
interest periods chosen by the Company, in each case, plus an applicable margin percentage. The alternate base rate is the greater of (1) Credit Suisse First Bostons prime rate or (2) 50 basis points over the weighted average rates on
overnight Federal funds as published by the Federal Reserve Bank of New York. The adjusted LIBO rate is determined by reference to settlement rates established for deposits in dollars in the London interbank market for a period equal to the interest
period of the loan and the maximum reserve percentages established by the Board of Governors of the United States Federal Reserve to which the Companys lenders are subject. The applicable margin percentage is a percentage per annum equal to
(1) 1.25% for alternate base rate term loans, (2) 2.25% for adjusted LIBO rate term loans, (3) 2.50% for alternate base rate revolving loans and (4) 3.50% for adjusted LIBO rate revolving loans. The applicable margin percentages under the revolving
loan facility will be subject to adjustment in increments based on the achievement of performance goals.



All borrowings under the new revolving loan facility are subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties.



In connection with the Merger, the Company also issued $400 million aggregate principal
amount of 83/8% Senior Subordinated Notes. Such notes do not require principal payments prior to their maturity
in July 2011. The notes are fully and unconditionally guaranteed, jointly and severally and on an unsecured senior subordinated basis, by Holdings and all of our existing domestic subsidiaries.



Both the Amended and Restated Senior Credit Facility and the new 83/8% Senior Subordinated Notes contain restrictive covenants that, among other things, limit the incurrence of
additional indebtedness, the payment of dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and encumbrances, and prepayments of other indebtedness. In addition, the Amended and Restated Senior
Credit Facility and the new 83/8% Senior Subordinated Notes require the Company to meet certain financial
ratios. Any failure to comply with the restrictions of the Amended and Restated Senior Credit Facility, the new 83/8% Senior Subordinated Notes or any other subsequent financing agreements may result in an event of default. An event of default may allow the creditors



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to accelerate the related debt as well as any other debt to which a cross-acceleration or cross-default provision applies. In addition, the lenders under the
Amended and Restated Senior Credit Facility may be able to terminate any commitments they had made to supply the Company with further funds.



The Company may from time to time seek to retire its outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately
negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, the Companys liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. In
addition, the Company may issue additional debt if prevailing market conditions are favorable to doing so.



The Company intends to pursue acquisitions that present opportunities consistent with the Companys value generation strategy. The Company regularly engages in discussions with respect to potential acquisitions
and investments. However, there can be no assurance that the Company will be able to consummate an agreement with respect to any future acquisition. The Companys acquisition strategy may require substantial capital, and no assurance can be
given that the Company will be able to raise any necessary funds on acceptable terms or at all. If the Company incurs additional debt to finance acquisitions, total interest expense will increase.



The Companys ability to make scheduled payments of principal of, or to pay the interest
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. Based on its current levels of operations and anticipated cost savings and operating improvements and absent any disruptive events, management
believes that internally generated funds and borrowings available under our new revolving loan facility should provide sufficient resources to finance its operations, non-acquisition related capital expenditures, research and development efforts and
long-term indebtedness obligations through at least fiscal 2005. There can be no assurance, however, that the Companys business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating
improvements will be realized on schedule or at all or that future borrowings will be available to the Company under the Amended and Restated Senior Credit Facility in an amount sufficient to enable it to pay its indebtedness or to fund its other
liquidity needs. The Company may need to refinance all or a portion of its indebtedness on or before maturity. Also, to the extent the Company accelerates its growth plans, consummates acquisitions or has lower than anticipated sales or increases in
expenses, the Company may also need to raise additional capital. In particular, increased working capital needs occur whenever the Company consummates acquisitions or experiences strong incremental demand. There can be no assurance that the Company
will be able to raise additional capital on commercially reasonable terms or at all.



New Accounting Standards



During December 2004, the Financial
Accounting Standards Board (the FASB) issued Statement No. 123 (R), Share Based Payment, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based
on their fair values. The Company anticipates adopting this pronouncement during the first quarter of fiscal 2007. The Company has not determined the impact, if any, that this statement will have on its consolidated financial position or results of
operations.



In November 2004, the FASB issued Statement No. 151,
Inventory Costs (SFAS 151), which requires abnormal amounts of inventory costs related to idle facility, freight handling and wasted material expense to be recognized as current period charges. Additionally, SFAS 151 requires
that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The standard is effective for fiscal years beginning after June 15, 2005. The Company believes the adoption of
this pronouncement will not have a material impact on its consolidated financial position or results of operations.



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Additional Disclosure Required by Indenture



Separate financial statements of TransDigm are not presented since Holdings has no significant operations or assets separate from its investment in TransDigm and since
the 83/8% Senior Subordinated Notes are guaranteed by Holdings and all direct and indirect domestic restricted
subsidiaries of TransDigm. As of July 2, 2005, the only subsidiary of TransDigm that has not guaranteed the notes is one wholly owned, foreign subsidiary that has inconsequential assets, liabilities and equity.



ITEM 3



QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK



At July 2, 2005, the Company had borrowings under its senior secured credit facilities of $290.6 million that were subject to interest rate risk. Borrowings under the Companys senior secured credit facility bear interest, at its
option, at a rate equal to either an alternate base rate or an adjusted LIBO rate for a one, two, three or six-month interest period chosen by the Company, in each case, plus an applicable margin percentage that will be subject to periodic
adjustment based on the achievement of certain performance goals. 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 its senior secured
credit facilities. The effect of a hypothetical one percentage point increase in interest rates would increase the annual interest costs under the senior secured credit facilities by approximately $2.9 million based on the amount of outstanding
borrowings at July 2, 2005. The weighted average interest rate on the $290.6 million of borrowings under the senior secured credit facilities on July 2, 2005 was 5.4%.



Because the interest rates on borrowings under the senior secured credit facilities vary with market conditions, the amount of outstanding
borrowings under the senior secured credit facilities approximates the fair value of the indebtedness. The fair value of the $400 million aggregate principal amount of the Companys 83/8% Senior Subordinated Notes is exposed to the market risk of interest rate changes. The estimated fair value of such notes approximated $426 million at
July 2, 2005 based upon quoted market rates.



ITEM 4



CONTROLS AND PROCEDURES



As of July 2, 2005,
Holdings and TransDigm Inc. carried out an evaluation, under the supervision and with the participation of Holdings and TransDigm Inc.s management, including their Chief Executive Officer (Principal Executive Officer) and Chief Financial
Officer (Principal Financial Officer), of the effectiveness of the design and operation of Holdings and TransDigm Inc.s disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that Holdings and TransDigm Inc.s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Holdings and TransDigm Inc. in the reports they file or submit 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 Holdings and
TransDigm Inc.s management, including their Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures,
Holdings and TransDigm Inc.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.



Internal Control Over Financial Reporting



There have been no changes in Holdings or TransDigm Inc.s internal control over financial reporting that occurred during the thirty-nine week period ending July 2, 2005 that have materially affected, or are reasonably likely to
materially affect, Holdings or TransDigm Inc.s internal control over financial reporting.



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Sarbanes-Oxley Act  Section 404 Compliance



Section 404 of the Sarbanes-Oxley Act requires the Companys management to report on, and its independent auditors to attest to, the
Companys internal control over financial reporting as of the end of the fiscal year. In March 2005, the SEC published a final rule extending for one year the compliance dates for non-accelerated filers to report on internal control over
financial reporting. As a result, Section 404 will not be effective for the Company until September 30, 2006. The Company is actively pursuing its compliance efforts and utilizing outside assistance for documenting, testing and evaluating the
effectiveness of its internal control over financial reporting in order to be in full compliance with all requirements of Section 404 as of September 30, 2006.



PART II: OTHER INFORMATION



ITEM 6 Exhibits



|     |  |                                                                                                                                                                                                                                
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification by Principal Executive Officer of TransDigm Holding Company 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 Holding Company 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.
|     | 
|31.3 |  | Certification by Principal Executive Officer of TransDigm Inc. 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.           
|     | 
|31.4 |  | Certification by Principal Financial Officer of TransDigm Inc. 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.           



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SIGNATURES



TRANSDIGM HOLDING COMPANY



Pursuant to the requirements of the
Securities Exchange Act of 1934, the co-registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly assigned.



|                                         |  |                                                                                  |  |                
|---------------------------------------- |  | -------------------------------------------------------------------------------- |  | ---------------
|SIGNATURE                                |  | TITLE                                                                            |  | DATE           
|                                         |  |                                                                                 
|/s/ W. Nicholas HowleyW. Nicholas Howley |  | President and Chief Executive Officer (Principal Executive Officer) and Director |  | August 11, 2005
|                                         | 
|                                         |  |                                                                                 
|/s/ Gregory RufusGregory Rufus           |  | Chief Financial Officer (Principal Financial and Accounting Officer)             |  | August 11, 2005
|                                         | 



TRANSDIGM INC.



Pursuant to the requirements of the Securities
Exchange Act of 1934, the co-registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly assigned.



|                       |  |                                                                                  |  |                
|---------------------- |  | -------------------------------------------------------------------------------- |  | ---------------
|SIGNATURE              |  | TITLE                                                                            |  | DATE           
|/s/ W. Nicholas Howley |  | President and Chief Executive Officer (Principal Executive Officer) and Director |  | August 11, 2005
|W. Nicholas Howley     |  |                                                                                  | 
|                       |  |                                                                                 
|/s/ Gregory Rufus      |  | Chief Financial Officer (Principal Financial and Accounting Officer)             |  | August 11, 2005
|Gregory Rufus          |  |                                                                                  | 



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##### Table of Contents

EXHIBIT INDEX

TO FORM 10-Q FOR THE PERIOD ENDED JULY 2, 2005



|            |  |                                                                                                                                                                                                                                
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT NO. |  | DESCRIPTION                                                                                                                                                                                                                    
|31.1        |  | Certification by Principal Executive Officer of TransDigm Holding Company 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 Holding Company 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.
|            | 
|31.3        |  | Certification by Principal Executive Officer of TransDigm Inc. 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.           
|            | 
|31.4        |  | Certification by Principal Financial Officer of TransDigm Inc. 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.           



30