##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
   Form 10-Q
   þ

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934   Commission file number:
    33-29035
  K&F Industries,
    Inc.
 (Exact name of Registrant as
    specified in its charter)
  Delaware

34-1614845(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)50 Main Street, White
    Plains,
    New York(Address of principal
    executive offices)

10606(Zip Code)   Registrants telephone number, including area code
 (914) 448-2700
   þ o
  Rule 12b-2
 o o þ
  Rule 12b-2 o þ




---



##### 



K&F
    INDUSTRIES, INC. AND SUBSIDIARIES
  Form 10-Q
  For the quarterly period ended March 31, 2006
  INDEX
  
  PagePART I.
    CONDENSED CONSOLIDATED FINANCIAL INFORMATIONItem 1.


Condensed
    Consolidated Financial Statements (Unaudited):a) Condensed
    Consolidated Balance Sheets as of March 31, 2006 and
    December 31, 2005


1b) Condensed
    Consolidated Statements of Operations for the three months ended
    March 31, 2006 and 2005


2c) Condensed
    Consolidated Statements of Cash Flows for the three months ended
    March 31, 2006 and 2005


3d) Notes to
    Condensed Consolidated Financial Statements


4Item 2.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


14Item 3.


Quantitative and
    Qualitative Disclosures About Market Risk


21Item 4.


Controls and
    Procedures


22PART II.
    OTHER INFORMATIONItem 6.


Exhibits


23Signatures


24EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION  Item 1.
    Condensed
    Consolidated Financial Statements  K&F
    INDUSTRIES, INC. AND SUBSIDIARIES
 Condensed Consolidated Balance Sheets  March 31,


December 31,2006


2005(Unaudited)ASSETS:Current Assets:Cash and cash equivalents

$
29,155,000


$
34,731,000Accounts receivable, net


45,633,000



47,586,000Inventory


63,498,000



53,979,000Deferred income taxes and other
    current assets


24,165,000



21,112,000Total current assets


162,451,000



157,408,000Property, plant and equipment


117,577,000



113,248,000Less, accumulated depreciation and
    amortization


14,272,000



11,363,000103,305,000



101,885,000Other long-term assets


2,430,000



1,490,000Debt issuance costs, net of
    accumulated amortization


21,640,000



22,517,000Program participation costs, net
    of accumulated amortization


205,899,000



201,023,000Intangible assets, net of
    accumulated amortization


56,836,000



58,546,000Goodwill


841,049,000



841,049,000$
1,393,610,000


$
1,383,918,000LIABILITIES AND
    STOCKHOLDERS EQUITY:Current Liabilities:Accounts payable

$
17,542,000


$
18,223,000Current portion of long-term debt






11,018,000Interest payable


11,213,000



5,171,000Income taxes payable


9,965,000



7,230,000Other current liabilities


45,170,000



49,141,000Total current liabilities


83,890,000



90,783,000Pension liabilities


55,326,000



54,348,000Deferred income tax liabilities


49,830,000



43,234,000Postretirement benefit obligations
    other than pensions


93,220,000



92,625,000Other long-term liabilities


5,581,000



5,491,000Senior term loan


438,000,000



439,982,00073/4% senior
    subordinated notes due 2014


315,000,000



315,000,00095/8% senior
    subordinated notes due 2010


577,000



577,000Contingencies (Note 9)Stockholders Equity:Common stock, $.01 par
    value  authorized, 1,000 shares; issued and
    outstanding, 1,000 shares






Additional paid-in capital


309,810,000



309,810,000Retained earnings


44,302,000



34,001,000Accumulated other comprehensive
    loss


(1,926,000
)


(1,933,000
)Total stockholders equity


352,186,000



341,878,000$
1,393,610,000


$
1,383,918,000    1




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##### Table of Contents



K&F
    INDUSTRIES, INC. AND SUBSIDIARIES
 Condensed Consolidated Statements of Operations  Three Months EndedMarch 31,


March 31,2006


2005(Unaudited)Net sales

$
91,062,000


$
88,690,000Cost of sales (including inventory
    purchase accounting charges of $12,084,000 for the three months
    ended March 31, 2005)


49,201,000



60,466,000Gross profit


41,861,000



28,224,000Independent research and
    development costs


4,039,000



3,833,000Selling, general and
    administrative expenses


7,142,000



7,279,000Amortization of intangible assets


1,710,000



3,014,000Operating income


28,970,000



14,098,000Interest and investment income


321,000



63,000Interest expense


(13,436,000
)


(14,801,000
)Income (loss) before income taxes


15,855,000



(640,000
)Income tax (provision) benefit


(5,554,000
)


216,000Net income (loss)

$
10,301,000


$
(424,000
)    2




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##### Table of Contents



K&F
    INDUSTRIES, INC. AND SUBSIDIARIES
 Condensed Consolidated Statements of Cash Flows  Three Months EndedMarch 31,


March 31,2006


2005(Unaudited)Cash flows from operating
    activities:Net income (loss)

$
10,301,000


$
(424,000
)Adjustments to reconcile net
    income (loss) to net cash provided by operating activities:Depreciation and amortization


2,901,000



2,560,000Amortization of program
    participation costs


2,143,000



559,000Amortization of intangible assets


1,710,000



3,014,000Stock-based compensation


312,000



65,000Non-cash interest
    expense  amortization/write-off of debt issuance
    cost


877,000



2,691,000(Gain) loss on change in fair
    market value of interest rate swaps and caps


(940,000
)


29,000Inventory purchase accounting
    charge






12,084,000Deferred income taxes


2,680,000



(640,000
)Changes in assets and liabilities:Accounts receivable


1,957,000



1,258,000Inventory


(9,516,000
)


(5,459,000
)Other current assets


551,000



86,000Program participation
    costs  equipment


(7,019,000
)


(5,858,000
)Accounts payable, interest payable
    and other current liabilities


6,100,000



14,903,000Pension liabilities


978,000



1,200,000Postretirement benefit obligations
    other than pensions


595,000



923,000Other long-term liabilities


90,000



85,000Net cash provided by operating
    activities


13,720,000



27,076,000Cash flows from investing
    activities:Capital expenditures


(6,296,000
)


(418,000
)Net cash used in investing
    activities


(6,296,000
)


(418,000
)Cash flows from financing
    activities:Equity contributions






20,000Payments of long-term debt


(13,000,000
)


(19,000,000
)Net cash used in financing
    activities


(13,000,000
)


(18,980,000
)Net (decrease) increase in cash
    and cash equivalents


(5,576,000
)


7,678,000Cash and cash equivalents,
    beginning of period


34,731,000



9,636,000Cash and cash equivalents, end of
    period

$
29,155,000


$
17,314,000Supplemental cash flow information:Interest paid during period

$
7,650,000


$
4,994,000Income taxes paid during the period

$



$
Income tax refund received during
    the period

$



$
7,204,000    3




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##### Table of Contents



K&F
    INDUSTRIES, INC. AND SUBSIDIARIESNotes to Condensed Consolidated Financial Statements
 (Unaudited)
  1.
    Description
    of the Business and the Acquisition; Initial Public
    Offering  Description
    of Business
      Other
    Developments
    The
    Acquisition
    3 4
  2.
    Unaudited
    Interim Condensed Consolidated Financial Statements   4




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K&F
    INDUSTRIES, INC. AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  Form 10-K.
    3.
    Recent
    Accounting Pronouncement and Accounting Changes  Accounting
    Pronouncement
    Accounting
    Changes
       5




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##### Table of Contents



K&F
    INDUSTRIES, INC. AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
   4.
    Accounts
    Receivable consists of the follows:  March 31,


December 31,2006


2005Accounts receivable, principally
    from commercial and general aviation customers

$
40,320,000


$
43,626,000Accounts receivable on
    U.S. Government and other long-term contracts


6,942,000



5,587,000Allowances


(1,629,000
)


(1,627,000
)$
45,633,000


$
47,586,000   5.
    Inventory
    consists of the following:  March 31,


December 31,2006


2005Raw materials and
    work-in-process

$
34,798,000


$
29,689,000Finished goods


12,341,000



11,920,000Inventoried costs related to
    U.S. Government and other long-term contracts


16,359,000



12,370,000$
63,498,000


$
53,979,000   6.
    Other
    current liabilities consist of the following:  March 31,


December 31,2006


2005Accrued payroll and payroll
    related costs

$
11,029,000


$
14,128,000Accrued property and other taxes


2,882,000



2,507,000Accrued costs on long-term
    contracts


3,356,000



3,963,000Accrued warranty costs


12,769,000



12,327,000Customer credits


6,805,000



7,264,000Postretirement benefit obligation
    other than pensions


6,000,000



6,000,000Other


2,329,000



2,952,000$
45,170,000


$
49,141,000   7.
    Stock
    Options       6




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##### Table of Contents



K&F
    INDUSTRIES, INC. AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
        Three Months EndedMarch 31, 2005Reported net loss

$
(424,000
)Add: Stock-based compensation
    included in net loss, net of related tax effects


40,000Deduct: Total stock-based employee
    and director compensation expense determined under fair value
    method for all awards, net of related tax effects


(122,000
)Pro forma net loss

$
(506,000
)     Volatility


33.0%Risk free interest rate


4.45%Dividend yield


0.0%Expected life


7.0 years     Weighted AverageNumber of Options


Exercise PriceOutstanding at December 31,
    2005:


1,404,821


$
5.50Granted






Exercised


(39,770
)


5.22Canceled






Outstanding at March 31, 2006


1,365,051



5.51    7




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##### Table of Contents



K&F
    INDUSTRIES, INC. AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
     Options Outstanding


Options ExercisableNumber


Weighted Average


Weighted Average


Number


Weighted Average


Weighted AverageExercise Price

Outstanding


Life (Years)


Exercise Price


Exercisable


Life (Years)


Exercise Price$ 5.22


1,330,970



8.8


$
5.22



289,181



8.8


$
5.2215.16


5,000



9.7



15.16











17.00


29,081



9.6



17.00











1,365,051



8.8



5.51



289,181



8.8



5.22       8.
    Income
    Taxes      9.
    Contingencies    10.
    Comprehensive
    Income (Loss)  Three Months EndedMarch 31,


March 31,2006


2005Net income (loss)

$
10,301,000


$
(424,000
)Other comprehensive income (loss):Cumulative translation adjustments


7,000



(32,000
)Comprehensive income (loss)

$
10,308,000


$
(456,000
)  8




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##### Table of Contents



K&F
    INDUSTRIES, INC. AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
   11.
    Goodwill,
    Intangible Assets, Debt Issuance Costs and Program Participation
    Costs    March 31,


December 31,2006


2005Goodwill

$
841,049,000


$
841,049,000Trademarks


5,588,000



5,588,000Total unamortizable intangible
    assets

$
846,637,000


$
846,637,000     Aircraft BrakingSystems


Engineered Fabrics


TotalBalance at both March 31,
    2006 and December 31, 2005

$
765,380,000


$
75,669,000


$
841,049,000       EstimatedMarch 31 2006


WeightedGross Carrying


Accumulated





AverageAmount


Amortization


Net


Useful LifeDebt issuance costs

$
26,599,000


$
(4,959,000
)

$
21,640,000



9 yearsProgram participation costs

$
212,244,000


$
(6,345,000
)

$
205,899,000



25 yearsAmortized intangible assets:Customer relationships

$
12,749,000


$
(5,027,000
)

$
7,722,000



24 yearsEngineering drawings


20,881,000



(1,589,000
)


19,292,000



18 yearsContract backlog


12,203,000



(5,169,000
)


7,034,000



3 yearsIn-house libraries


8,297,000



(631,000
)


7,666,000



18 yearsTechnology licenses


7,003,000



(960,000
)


6,043,000



10 yearsPatents


4,017,000



(526,000
)


3,491,000



11 yearsTotal amortizable intangible assets

$
65,150,000


$
(13,902,000
)

$
51,248,000     9




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##### Table of Contents



K&F
    INDUSTRIES, INC. AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  EstimatedDecember 31, 2005


WeightedGross Carrying


Accumulated





AverageAmount


Amortization


Net


Useful LifeDebt issuance costs

$
26,599,000


$
(4,082,000
)

$
22,517,000



9 yearsProgram participation costs

$
205,225,000


$
(4,202,000
)

$
201,023,000



25 yearsAmortized intangible assets:Customer relationships

$
12,749,000


$
(4,938,000
)

$
7,811,000



24 yearsEngineering drawings


20,881,000



(1,299,000
)


19,582,000



18 yearsContract backlog


12,203,000



(4,225,000
)


7,978,000



3 yearsIn-house libraries


8,297,000



(516,000
)


7,781,000



18 yearsTechnology licenses


7,003,000



(784,000
)


6,219,000



10 yearsPatents


4,017,000



(430,000
)


3,587,000



11 yearsTotal amortizable intangible assets

$
65,150,000


$
(12,192,000
)

$
52,958,000       Program


DebtIntangible


Participation


IssuanceAsset -


Costs -


Costs -Year Ending
    December 31,

Amortization


Amortization


AmortizationRemainder of 2006

$
5,300,000


$
6,400,000


$
2,600,0002007


6,700,000



8,500,000



3,400,0002008


4,000,000



8,500,000



3,200,0002009


3,200,000



8,500,000



3,100,0002010


3,200,000



8,500,000



3,000,0002011


3,200,000



8,500,000



2,700,000  10




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##### Table of Contents



K&F
    INDUSTRIES, INC. AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
   12.
    Segments    Three Months EndedMarch 31,


March 31,2006


2005Net Sales:Aircraft Braking Systems

$
75,942,000


$
73,924,000Engineered Fabrics


15,120,000



14,766,000$
91,062,000


$
88,690,000Operating Profit:Aircraft Braking Systems

$
27,414,000


$
13,695,000Engineered Fabrics


1,556,000



403,000Operating income


28,970,000



14,098,000Interest expense, net of interest
    income


(13,115,000
)


(14,738,000
)Income (loss) before income taxes

$
15,855,000


$
(640,000
) March 31,


December 31,2006


2005Total Assets:Aircraft Braking Systems

$
1,229,928,000


$
1,221,962,000Engineered Fabrics


137,277,000



133,731,000Debt issuance costs not allocated
    to segments


21,640,000



22,517,000Corporate assets


4,765,000



5,708,000$
1,393,610,000


$
1,383,918,000   13.
    Product
    Warranty    Balance at December 31, 2005

$
12,674,000Current provisions


1,780,000Expenditures


(1,338,000
)Balance at March 31, 2006

$
13,116,000     March 31,


December 31,2006


2005Current liabilities

$
12,769,000


$
12,327,000Long-term liabilities


347,000



347,000Total

$
13,116,000


$
12,674,000  11




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##### Table of Contents



K&F
    INDUSTRIES, INC. AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
   14.
    Employee
    Benefit Plans    Pension BenefitsThree Months EndedMarch 31,2006


2005Service cost

$
1,083,000


$
1,225,000Interest cost


2,285,000



2,193,000Expected return on plan assets


(2,280,000
)


(2,218,000
)Net periodic benefit cost

$
1,088,000


$
1,200,000   Postretirement
    BenefitsThree Months EndedMarch 31,2006


2005Service cost

$
448,000


$
478,000Interest cost


1,400,000



1,396,000Net periodic benefit cost

$
1,848,000


$
1,874,000     15.
    Financial
    Instruments    3 4
    
    a 3 month LIBOR interest rate cap at 6% from December 2005
    to December 2007 for an increasing notional amount starting at
    $144.6 million, increasing to $161.2 million;
    a swap arrangement for a portion of our term loans from a
    variable 3 month LIBOR interest rate to a fixed rate of
    4.0375%, beginning January 24, 2006. The notional amount of
    the swap is initially $95.4 million and declines to
    $78.8 million on January 24, 2008 at the termination
    of the swap agreement; and
    a swap arrangement for a portion of our term loans from a
    variable 3 month LIBOR interest rate to a fixed rate of
    4.506%, beginning January 24, 2006. The notional amount of
    the swap is initially $47.7 million and declines to
    $39.4 million on January 24, 2008 at the termination
    of the swap agreement.     12




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##### Table of Contents



K&F
    INDUSTRIES, INC. AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
       16.
    Subsequent
    Event   13




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Special
    Note Regarding Forward-Looking Statements
  Form 10-K
    General
    Performance
    Evaluation
      Certain
    Market Trends, Challenges and Opportunies
   14




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##### Table of Contents



high-cycle point-to-point high-end well-positioned
        The
    Acquisition
    3 4
 15




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##### Table of Contents



Non-GAAP
    Financial Information
      Three Months EndedMarch 31,


March 31,2006


2005Net income (loss)

$
10,301,000
(a)

$
(424,000
)(b)Adjustments:Depreciation and amortization
    expense


6,754,000



6,133,000Interest expense, net of interest
    income


13,115,000



14,738,000Income tax provision (benefit)


5,554,000



(216,000
)EBITDA

$
35,724,000
(a)

$
20,231,000
(b)    (a)
    Includes pre-tax non-cash stock-based compensation of
    $0.3 million.  (b)
    Includes pre-tax inventory purchase accounting charges of
    $12.1 million relating to the Acquisition.  Critical
    Accounting Policies and Estimates
    Revenue Recognition.
  Inventory.
 16




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##### Table of Contents



Evaluation of Long-Lived Assets.
  Goodwill and Other Intangible Assets.
        Program Participation Costs.
     17




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##### Table of Contents



Warranty.
  Pension and Other Postretirement Benefits.
        long-term
      Comparison
    of Results of Operations for the Three Months Ended
    March 31, 2006 and March 31, 2005
     18




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##### Table of Contents



C-130
      Three Months EndedMarch 31,


March 31,2006


2005Gross Program Participation Costs

$
9,570,000


$
9,070,000Amount capitalized during period


(7,019,000
)


(5,858,000
)Amortization of Program
    Participation Costs


2,143,000



559,000Program Participation Costs
    expensed in period

$
4,694,000


$
3,771,000          19




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##### Table of Contents



Liquidity
    and Capital Resources
  3 4 5 8
        1 2
  Form 10-K
  Cash
    Flows
       20




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##### Table of Contents



Current
    Accounting Pronouncement and Accounting Changes
  Accounting
    Pronouncement
    Accounting
    Changes
        Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk      
    a 3 month LIBOR interest rate cap at 6% from December 2005
    to December 2007 for an increasing notional amount starting at
    $144.6 million, increasing to $161.2 million;
    a swap arrangement for a portion of our term loans from a
    variable 3 month LIBOR interest rate to a fixed rate of
    4.0375%, beginning January 24, 2006. The notional amount of
    the swap is initially $95.4 million and declines to
    $78.8 million on January 24, 2008 at the termination
    of the swap agreement; and 21




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##### Table of Contents




    a swap arrangement for a portion of our term loans from a
    variable 3 month LIBOR interest rate to a fixed rate of
    4.506%, beginning January 24, 2006. The notional amount of
    the swap is initially $47.7 million and declines to
    $39.4 million on January 24, 2008 at the termination
    of the swap agreement.          Item 4.
    Controls
    and Procedures      
    We engaged an outside accounting and tax consulting firm to
    assist management in our review of accounting and reporting for
    income taxes, both quarterly and at year-end, and
    We are requiring enhanced training of our personnel in the
    income tax function.   22




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##### Table of Contents



PART II.
    OTHER INFORMATION  Item 6.
    Exhibits.  Exhibits
  31
.1



Certification of Chief Executive
    Officer pursuant to
    Rule 13a-14(a)
    and
    Rule 15d-14(a)of
    the Securities Exchange Act, as amended.31
.2



Certification of Chief Financial
    Officer pursuant to
    Rule 13a-14(a)
    and
    Rule 15d-14(a)of
    the Securities Exchange Act, as amended.32
.1



Certification of Chief Executive
    Office pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32
.2



Certification of Chief Financial
    Officer pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   Items 1, 1A,
    2, 3, 4, and 5 are not applicable and have been
    omitted.
 23




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##### Table of Contents



SIGNATURES    K&F INDUSTRIES, INC.
   DIRKSON
    R. CHARLES
   
   24