SEC Filing | TransDigm Group Inc.

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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

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

for the quarterly period ended June 30, 2012.

¨	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 001-32833

TransDigm Group Incorporated

(Exact name of registrant as specified in its charter)

Delaware

(State or other Jurisdiction of incorporation or organization)

41-2101738

(I.R.S. Employer Identification No.)


1301 East 9^th Street, Suite 3000, Cleveland, Ohio		44114
(Address of principal executive offices)		(Zip Code)

(216) 706-2960

(Registrants’ telephone number, including area code)

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

Indicate by check mark whether the registrant (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 registrant 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 registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, non-accelerated filer, or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

The number of shares outstanding of TransDigm Group Incorporated’s common stock, par value $.01 per share, was 51,458,494 as of July 27, 2012.

INDEX


			Page

Part I		FINANCIAL INFORMATION

	Item 1	Financial Statements

		Condensed Consolidated Balance Sheets – June 30, 2012 and September 30, 2011		1

		Condensed Consolidated Statements of Income –Thirteen and Thirty-Nine Week Periods Ended June 30, 2012 and July 2, 2011		2

		Condensed Consolidated Statement of Changes in Stockholders’ Equity – Thirty-Nine Week Period Ended June 30, 2012		3

		Condensed Consolidated Statements of Cash Flows – Thirty-Nine Week Periods Ended June 30, 2012 and July 2, 2011		4

		Notes to Condensed Consolidated Financial Statements		5

	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20

	Item 3	Quantitative and Qualitative Disclosure About Market Risk		33

	Item 4	Controls and Procedures		34

Part II		OTHER INFORMATION

	Item 1A	Risk Factors		34

	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		34

	Item 6	Exhibits		35

SIGNATURES				36

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share amounts)

(Unaudited)


	June 30, 2012			September 30, 2011
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	302,718		$	376,183
Trade accounts receivable - Net		237,718			189,293
Inventories		328,077			265,317
Income taxes receivable		12,983			—
Prepaid expenses and other		9,104			8,655
Deferred income taxes		23,651			30,844

Total current assets		914,251			870,292

PROPERTY, PLANT AND EQUIPMENT - Net		170,055			150,800
GOODWILL		3,027,446			2,595,747
TRADEMARKS AND TRADE NAMES		458,629			344,942
OTHER INTANGIBLE ASSETS - Net		655,983			483,424
DEBT ISSUE COSTS - Net		65,592			59,007
OTHER		13,986			9,424


TOTAL ASSETS	$	5,305,942		$	4,513,636


LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Current portion of long-term debt	$	20,500		$	15,500
Accounts payable		76,114			62,110
Accrued liabilities		86,544			120,312
Income taxes payable		—			8,937

Total current liabilities		183,158			206,859

LONG-TERM DEBT		3,603,750			3,122,875
DEFERRED INCOME TAXES		347,727			310,451
OTHER NON-CURRENT LIABILITIES		64,658			62,502

Total liabilities		4,199,293			3,702,687


STOCKHOLDERS’ EQUITY:
Common stock - $.01 par value; authorized 224,400,000 shares; issued 51,932,179 and 50,829,276 at June 30, 2012 and September 30, 2011, respectively		519			508
Additional paid-in capital		532,626			464,700
Retained earnings		601,363			364,260
Accumulated other comprehensive loss		(11,771	)		(3,277	)
Treasury stock, at cost - 505,400 shares at June 30, 2012 and 494,100 shares at September 30, 2011		(16,088	)		(15,242	)

Total stockholders’ equity		1,106,649			810,949


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	5,305,942		$	4,513,636

See notes to condensed consolidated financial statements.

-1-

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THE THIRTEEN AND THIRTY-NINE WEEK PERIODS ENDED

JUNE 30, 2012 AND JULY 2, 2011

(Amounts in thousands, except per share amounts)

(Unaudited)


	Thirteen Week Periods Ended					Thirty-Nine Week Periods Ended
	June 30, 2012		July 2, 2011			June 30, 2012		July 2, 2011

NET SALES	$	461,660	$	325,209		$	1,237,602	$	863,068

COST OF SALES		208,358		142,060			548,705		394,899


GROSS PROFIT		253,302		183,149			688,897		468,169

SELLING AND ADMINISTRATIVE EXPENSES		56,097		31,549			147,421		95,240
AMORTIZATION OF INTANGIBLE ASSETS		11,341		12,445			33,119		28,184


INCOME FROM OPERATIONS		185,864		139,155			508,357		344,745

INTEREST EXPENSE - Net		55,393		49,860			156,754		136,553
REFINANCING COSTS		—		38			—		72,417


INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		130,471		89,257			351,603		135,775

INCOME TAX PROVISION		40,025		30,889			114,500		47,863


INCOME FROM CONTINUING OPERATIONS		90,446		58,368			237,103		87,912

INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX		—		(2,088	)		—		16,827


NET INCOME	$	90,446	$	56,280		$	237,103	$	104,739


NET INCOME APPLICABLE TO COMMON STOCK	$	90,446	$	56,280		$	233,804	$	101,928


Net earnings per share - see Note 4:
Net earnings per share from continuing operations - basic and diluted	$	1.68	$	1.10		$	4.34	$	1.60
Net earings (loss) per share from discontinued operations - basic and diluted		—		(0.04	)		—		0.31

Net earnings per share	$	1.68	$	1.06		$	4.34	$	1.91


Weighted-average shares outstanding:
Basic and diluted		53,882		53,333			53,882		53,333

See notes to condensed consolidated financial statements.

-2-

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THIRTY-NINE WEEK PERIOD ENDED JUNE 30, 2012

(Amounts in thousands, except share amounts)

(Unaudited)


							Retained Earnings		Accumulated Other Comprehensive Loss									Total
	Common Stock				Additional Paid-In Capital							Treasury Stock
	Number of Shares		Par Value		Additional Paid-In Capital							Number of Shares			Value
BALANCE, OCTOBER 1, 2011		50,829,276	$	508	$	464,700	$	364,260	$	(3,277	)		(494,100	)	$	(15,242	)	$	810,949

Compensation expense recognized for employee stock options		—		—		14,393		—		—			—			—			14,393
Excess tax benefits related to share- based payment arrangements		—		—		40,531		—		—			—			—			40,531
Exercise of employee stock options		1,102,292		11		12,927		—		—			—			—			12,938
Common stock issued		611		—		75		—		—			—			—			75
Treasury stock purchased		—		—		—		—		—			(11,300	)		(846	)		(846	)
Comprehensive income (loss):
Net income		—		—		—		237,103		—			—			—			237,103
Interest rate swaps, net of tax		—		—		—		—		(2,300	)		—			—			(2,300	)
Foreign currency translation adjustments		—		—		—		—		(6,194	)		—			—			(6,194	)

Comprehensive income																			228,609


BALANCE, JUNE 30, 2012		51,932,179	$	519	$	532,626	$	601,363	$	(11,771	)		(505,400	)	$	(16,088	)	$	1,106,649

See notes to condensed consolidated financial statements.

-3-

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)


	Thirty-Nine Week Periods Ended
	June 30, 2012			July 2, 2011
OPERATING ACTIVITIES:
Net income	$	237,103		$	104,739
Net income from discontinued operations		—			(16,827	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		17,387			14,675
Amortization of intangible assets		33,259			28,184
Amortization of debt issue costs		9,143			7,231
Refinancing costs		—			72,417
Non-cash equity compensation		14,393			6,853
Excess tax benefits related to share-based payment arrangements		(40,531	)		(16,632	)
Deferred income taxes		1,920			7,360
Changes in assets/liabilities, net of effects from acquisitions of businesses:
Trade accounts receivable		(6,928	)		160
Inventories		(3,698	)		(7,096	)
Income taxes receivable/payable		36,635			(33,218	)
Other assets		2,914			(2,018	)
Accounts payable		(1,556	)		(3,054	)
Accrued and other liabilities		(42,218	)		(19,731	)

Net cash provided by operating activities		257,823			143,043

INVESTING ACTIVITIES:
Capital expenditures		(16,209	)		(12,221	)
Cash proceeds from sale of discontinued operations		—			271,361
Acquisition of businesses, net of cash acquired		(833,971	)		(1,361,999	)

Net cash used in investing activities		(850,180	)		(1,102,859	)

FINANCING ACTIVITIES:
Excess tax benefits related to share-based payment arrangements		40,531			16,632
Proceeds from exercise of stock options		12,938			7,745
Dividends paid		(3,299	)		(2,811	)
Treasury stock purchased		(846	)		—
Proceeds from new senior secured credit facility - net		484,316			1,500,048
Repayment on new senior secured credit facility		(14,125	)		(7,750	)
Proceeds from senior subordinated notes due 2018 - net		—			1,582,317
Repurchase of senior subordinated notes due 2014		—			(1,041,894	)
Repayment of existing senior secured credit facility		—			(780,000	)

Net cash provided by financing activities		519,515			1,274,287

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		(623	)		668

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(73,465	)		315,139
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		376,183			234,112

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	302,718		$	549,251


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	176,808		$	139,680

Cash paid during the period for income taxes	$	78,158		$	69,313

See notes to condensed consolidated financial statements.

-4-

TRANSDIGM GROUP INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THIRTY-NINE WEEK PERIODS ENDED JUNE 30, 2012 AND JULY 2, 2011

(UNAUDITED)

1.	DESCRIPTION OF THE BUSINESS

Description of the Business – TransDigm Group Incorporated (“TD Group”), through its wholly-owned subsidiary, TransDigm Inc., is a leading global designer, producer and supplier of highly engineered aircraft components for use on nearly all commercial and military aircraft in service today. TransDigm Inc. along with TransDigm Inc.’s direct and indirect wholly-owned operating subsidiaries (collectively, with TD Group, the “Company” or “TransDigm”), offers a broad range of proprietary aerospace components. TD Group has no significant assets or operations other than its 100% ownership of TransDigm Inc. TD Group’s common stock is listed on The New York Stock Exchange, or the NYSE, under the trading symbol “TDG.”

Major product offerings, substantially all of which are ultimately provided to end-users in the aerospace industry, include mechanical/electro-mechanical actuators and controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices, specialized AC/DC electric motors and generators, NiCad batteries and chargers, engineered latching and locking devices, rods and locking devices, engineered connectors and elastomers, cockpit security components and systems, specialized cockpit displays, aircraft audio systems, specialized lavatory components, seatbelts and safety restraints, engineered interior surfaces and lighting and control technology.

Separate Financial Statements – Separate financial statements of TransDigm Inc. are not presented because TransDigm Inc.’s 7³/₄% senior subordinated notes are fully and unconditionally guaranteed on a senior subordinated basis by TD Group and all existing 100% owned domestic subsidiaries of TransDigm Inc. and because TD Group has no significant operations or assets separate from its investment in TransDigm Inc.

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 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 for the year ended September 30, 2011 included in TD Group’s Form 10-K dated November 18, 2011. As disclosed therein, the Company’s annual consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States (“GAAP”). The September 30, 2011 condensed consolidated balance sheet was derived from TD Group’s audited financial statements. The results of operations for the thirty-nine week period ended June 30, 2012 are not necessarily indicative of the results to be expected for the full year.

Certain reclassifications of prior year amounts have been made to the Condensed Consolidated Statement of Cash Flows to conform to current year classification to reflect the effect of exchange rate changes on cash and cash equivalents relating to our foreign operations.

3.	ACQUISITIONS

AmSafe Global Holdings, Inc. – On February 15, 2012, TransDigm Inc. acquired AmSafe Global Holdings, Inc. (“AmSafe”), for approximately $749.7 million in cash, which includes a purchase price adjustment of $0.5 million paid in the third quarter of fiscal 2012. AmSafe is a leading supplier of innovative, highly engineered and proprietary safety and restraint equipment used primarily in the global aerospace industry. These products fit well with TransDigm’s overall business direction.

The Company financed the acquisition through a combination of new senior bank debt of $500 million and cash. See Note 7 to the Condensed Consolidated Financial Statements.

-5-

The total purchase price was allocated to the underlying assets acquired and liabilities assumed based upon management’s estimated fair values at the date of acquisition. To the extent the purchase price exceeded the estimated fair value of the net identifiable tangible and intangible assets acquired, such excess was allocated to goodwill. The following table summarizes the purchase price allocation of the estimated fair values of the assets acquired and liabilities assumed at the transaction date (in thousands).


Assets acquired:
Current assets, excluding cash acquired	$	94,739
Property, plant and equipment		20,794
Intangible assets		268,000
Goodwill		406,350
Other		4,239

Total assets acquired	$	794,122


Liabilities assumed:
Current liabilities	$	24,783
Deferred tax liabilities		18,212
Other noncurrent liabilities		1,396

Total liabilities assumed	$	44,391


Net assets acquired	$	749,731

The Company expects that of the $406 million of goodwill recognized for the acquisition approximately $77 million will be deductible for tax purposes.

Harco Laboratories, Incorporated – On December 9, 2011, TransDigm Inc. acquired all of the outstanding stock of Harco Laboratories, Incorporated (“Harco”), for approximately $83.3 million in cash, which includes a purchase price adjustment of $0.4 million paid in the second quarter of fiscal 2012. Harco designs and manufactures highly engineered thermocouples, sensors, engine cable assemblies and related products for commercial aircraft. These products fit well with TransDigm’s overall business direction. The Company expects that the approximately $56 million of goodwill recognized for the acquisition will not be deductible for tax purposes.

Schneller Holdings – On August 31, 2011, TransDigm Inc. acquired all of the outstanding equity interests in Schneller Holdings LLC (“Schneller”) for approximately $288.6 million in cash, which includes a purchase price adjustment of $1.0 million paid in the first quarter of fiscal 2012. Schneller designs and manufactures proprietary, highly engineered laminates, thermoplastics, and non-textile flooring for use primarily on side walls, lavatories, galleys, bulkheads and cabin floors for commercial aircraft. These products fit well with TransDigm’s overall business direction. The Company expects that the approximately $168 million of goodwill recognized for the acquisition will be deductible for tax purposes.

Talley Actuation – On December 31, 2010, AeroControlex Group, Inc., a wholly owned subsidiary of TransDigm Inc., acquired the actuation business of Telair International Inc. (“Talley Actuation”), a wholly-owned subsidiary of Teleflex Incorporated, for approximately $93.6 million in cash, which includes a purchase price adjustment of $0.3 million received in the third quarter of fiscal 2011. Talley Actuation manufactures proprietary, highly engineered electro-mechanical products and other components for commercial and military aircraft. These products fit well with TransDigm’s overall business direction. The Company expects that the approximately $70 million of goodwill recognized for the acquisition will be deductible for tax purposes.

McKechnie Aerospace Holdings, Inc. – On December 6, 2010, TransDigm Inc. acquired all of the outstanding stock of McKechnie Aerospace Holdings Inc. (“McKechnie Aerospace”), for approximately $1.27 billion in cash, which includes a purchase price adjustment of $0.3 million paid in the third quarter of fiscal 2011. McKechnie Aerospace, through its subsidiaries, is a leading global designer, producer and supplier of aerospace components, assemblies and subsystems for commercial aircraft, regional/business jets, military fixed wing and rotorcraft. Some of the businesses acquired as part of McKechnie Aerospace have been divested. See Note 12 to the Condensed Consolidated Financial Statements. The remaining products fit well with TransDigm’s overall business direction.

-6-


Assets acquired:
Current assets, excluding cash acquired	$	109,289
Property, plant and equipment		48,901
Intangible assets		433,000
Goodwill		864,934

Total assets acquired	$	1,456,124


Liabilities assumed:
Current liabilities	$	40,004
Deferred tax liabilities		118,591
Other noncurrent liabilities		31,837

Total liabilities assumed	$	190,432


Net assets acquired	$	1,265,692

The Company expects that the approximately $865 million of goodwill recognized for the acquisition will not be deductible for tax purposes.

The results of operations of McKechnie Aerospace are included in the Company’s consolidated financial statements from the date of the transaction. Had the McKechnie acquisition and related financing transactions occurred at the beginning of the thirty-nine week period ended July 2, 2011, unaudited pro forma consolidated results for the thirty-nine week period ended July 2, 2011 would have been as follows (in thousands, except per share data):


	Thirty-Nine Week Period Ended July 2, 2011
Net sales	$	904,433


Net income applicable to common stock from continuing operations	$	77,033


Net income per share from continuing operations:
Basic and diluted	$	1.44

The unaudited pro forma consolidated results are based on the Company’s historical financial statements and those of McKechnie Aerospace and do not necessarily indicate the results of operations that would have resulted had the acquisition actually been completed at the beginning of the applicable period presented. The pro forma financial information assumes that the companies were combined as of October 1, 2010. The pro forma results for the thirty-nine week period ended July 2, 2011 reflect the business combination accounting effects from the acquisition including amortization charges from the acquired intangible assets, inventory purchase accounting adjustments charged to cost of sales as the inventory is sold and increased interest expense associated with debt incurred to fund the acquisition. The unaudited pro forma consolidated results do not give effect to the synergies of the acquisition and are not indicative of the results of operations in future periods.

The Company accounted for the acquisitions of AmSafe, Harco, Schneller, Talley Actuation and McKechnie Aerospace (collectively, the “Acquisitions”) using the acquisition method and included the results of operations of the Acquisitions in its consolidated financial statements from the effective date of each acquisition. The Company is in the process of obtaining a third-party valuation of certain tangible and intangible assets of AmSafe, Harco and Schneller, therefore, the values attributed to those acquired assets in the condensed consolidated financial statements are subject to adjustment. Pro forma net sales and results of operations for the acquisitions of AmSafe, Harco, Schneller and Talley Actuation had they occurred at the beginning of the thirty-nine week period ended June 30, 2012 are not significant and, accordingly, are not provided.

-7-

The Acquisitions strengthen and expand the Company’s position to design, produce and supply highly-engineered proprietary aerospace components in niche markets with significant aftermarket content and provide opportunities to create value through the application of our three core value-driven operating strategies (obtaining profitable new business, continually improving our cost structure, and providing highly engineered value-added products to customers). The purchase price paid for each acquisition reflects the current earnings before interest, taxes, depreciation and amortization (EBITDA) and cash flows, as well as, the future EBITDA and cash flows expected to be generated by the business, which are driven in most cases by the recurring aftermarket consumption over the life of a particular aircraft, estimated to be approximately 30 years.

4.	EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):


	Thirteen Week Periods Ended					Thirty-Nine Week Periods Ended
	June 30, 2012		July 2, 2011			June 30, 2012			July 2, 2011
Numerator for earnings per share:
Net income from continuing operations	$	90,446	$	58,368		$	237,103		$	87,912
Less dividends paid on participating securities		—		—			(3,299	)		(2,811	)

		90,446		58,368			233,804			85,101
Net income (loss) from discontinued operations		—		(2,088	)		—			16,827


Net income applicable to common stock - basic and diluted	$	90,446	$	56,280		$	233,804		$	101,928

Denominator for basic and diluted earnings per share under the two-class method:
Weighted average common shares outstanding		51,116		50,043			50,815			49,784
Vested options deemed participating securities		2,766		3,290			3,067			3,549


Total shares for basic and diluted earnings per share		53,882		53,333			53,882			53,333


Net earnings per share from continuing operations - basic and diluted	$	1.68	$	1.10		$	4.34		$	1.60

Net earnings (loss) per share from discontinued operations - basic and diluted		—		(0.04	)		—			0.31

Net earnings per share	$	1.68	$	1.06		$	4.34		$	1.91

5.	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 for all locations except CEF Industries LLC, which determines the cost of inventories using the last-in, first-out (LIFO) method. Approximately 5% of the inventory was valued under the LIFO method at June 30, 2012.

-8-

Inventories consist of the following (in thousands):


	June 30, 2012			September 30, 2011
Raw materials and purchased component parts	$	201,056		$	160,402
Work-in-progress		104,141			85,612
Finished goods		57,279			43,192

Total		362,476			289,206
Reserve for excess and obsolete inventory and LIFO		(34,399	)		(23,889	)


Inventories - net	$	328,077		$	265,317

6.	INTANGIBLE ASSETS

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


	June 30, 2012						September 30, 2011
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Technology	$	714,217	$	97,761	$	616,456	$	546,726	$	75,426	$	471,300
Order backlog		28,210		24,238		3,972		24,799		17,895		6,904
Other		43,139		7,584		35,555		10,973		5,753		5,220

Total	$	785,566	$	129,583	$	655,983	$	582,498	$	99,074	$	483,424

Intangible assets acquired during the thirty-nine week period ended June 30, 2012 were as follows (in thousands):


	Cost		Amortization Period
Intangible assets not subject to amortization:
Goodwill	$	461,914
Trademarks and trade names		113,310

		575,224

Intangible assets subject to amortization:
Technology		167,250	20 years
Order backlog		5,910	1 year
Other		3,000	15 years

		176,160	19.3 years

Total	$	751,384

The aggregate amortization expense on identifiable intangible assets for the thirty-nine week periods ended June 30, 2012 and July 2, 2011 was approximately $33.3 million and $28.2 million, respectively. The estimated amortization expense for fiscal 2012 is $44.4 million and for each of the five succeeding years 2013 through 2017 is $37.6 million, $35.6 million, $35.6 million, $35.6 million and $35.6 million, respectively.

-9-

The following is a summary of changes in the carrying value of goodwill from September 30, 2011 through June 30, 2012 (in thousands):


Balance, September 30, 2011	$	2,595,747
Goodwill acquired during the year		461,914
Purchase price allocation adjustments		(26,671	)
Other		(3,544	)

Balance, June 30, 2012	$	3,027,446

DEBT

Amendment No. 1 to the New Senior Secured Credit Facility – In accordance with the terms of the credit agreement dated February 14, 2011 (the “New Senior Secured Credit Facility”), TD Group’s wholly-owned subsidiary, TransDigm Inc., entered into Amendment No.1 and an Incremental Term Loan Assumption Agreement (the “Amendment”) on February 15, 2012. The Amendment provides for an additional term loan facility in the aggregate principal amount of $500 million. The additional term loan facility was fully drawn on February 15, 2012. The proceeds of the additional term loan facility were used to pay a portion of the purchase price of and related transaction expenses associated with the acquisition of AmSafe.

The additional term loan under the New Senior Secured Credit Facility matures in February 2017 and requires quarterly principal payments of $1.3 million that began on March 31, 2012.

The terms and conditions that apply to the additional term loan facility are substantially the same as the terms and conditions that apply to the existing term loan under the February 14, 2011 New Senior Secured Credit Facility.

Assumption Agreement to Revolving Credit Facility – On February 15, 2012 TransDigm Inc. entered into an Incremental Revolving Credit Assumption Agreement (the “Assumption Agreement”) to its credit agreement dated as of December 6, 2010, as amended (collectively, the “Existing Senior Secured Credit Facility”). The Assumption Agreement provides for additional revolving commitments to TransDigm in an aggregate principal amount of $65 million, which results in a total revolving credit amount of $310 million. No borrowings, other than the issuance of certain letters of credit, were made under the Existing Senior Secured Credit Facility as of June 30, 2012.

8.	INCOME TAXES

At the end of each reporting period, TD Group makes an estimate of its annual effective income tax rate. The estimate used in the year-to-date period may change in subsequent periods. During the thirteen week periods ended June 30, 2012 and July 2, 2011, the effective income tax rate was 30.7% and 34.6%, respectively. The lower effective tax rate for the thirteen week period ended June 30, 2012 was primarily due to the settlement of an IRS audit for the September 30, 2009 and 2010 year ends and adjustments resulting from the filing of the Company’s September 30, 2011 federal income tax return. During the thirty-nine week periods ended June 30, 2012 and July 2, 2011, the effective income tax rate was 32.6% and 35.3%, respectively. The lower effective tax rate for the thirty-nine week period ended June 30, 2012 was primarily due to the factors noted above and a non-recurring adjustment (benefit of $2.8 million) to state income tax expense due to changes in state tax laws.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions as well as foreign jurisdictions located in Belgium, Malaysia, Mexico, France, Singapore, China, Sri Lanka and the United Kingdom. The Company is no longer subject to U.S. federal examinations for years before fiscal 2011. AmSafe is subject to U.S. federal examinations for the 2008, 2009, 2010 and 2011 years. In addition, the Company is subject to state income tax examinations for fiscal years 2009 and 2010.

At June 30, 2012 and September 30, 2011, TD Group had $8.0 million and $7.6 million in unrecognized tax benefits, the recognition of which would have an effect of approximately $7.3 million and $7.0 million on the effective tax rate at June 30, 2012 and September 30, 2011, respectively. The Company does not believe that the tax positions that comprise the unrecognized tax benefit amount will change significantly over the next 12 months. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense.

-10-

9.	FAIR VALUE MEASUREMENTS

The following tables present our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The following summarizes the carrying amounts and fair values of financial instruments (in thousands):


		June 30, 2012				September 30, 2011
	Level	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	1	$	302,718	$	302,718	$	376,183	$	376,183
Liabilities:
Interest rate swaps ⁽¹⁾	2		9,000		9,000		5,600		5,600
Foreign currency exchange contracts	2		—		—		—		—
Long-term debt:
Term loans	2		2,024,250		2,044,000		1,538,375		1,496,000
7³/₄% Senior Subordinated Notes due 2018	1		1,600,000		1,696,000		1,600,000		1,616,000

(1)	Included in Other non-current liabilities on the Condensed Consolidated Balance Sheet.

Interest rate swaps were measured at fair value using quoted market prices for the swap interest rate indexes over the term of the swap discounted to present value versus the fixed rate of the contract. Foreign exchange contracts were measured at fair value using the quoted currency exchange rate versus the fixed rate of the contract. The estimated fair value of the Company’s term loans was based on information provided by the agent under the Company’s New Senior Secured Credit Facility. The estimated fair values of the Company’s 7³/₄% senior subordinated notes due 2018 were based upon quoted market prices.

10.

DERIVATIVES AND HEDGING ACTIVITIES

The Company is exposed to, among other things, the impact of changes in interest and foreign currency exchange rates in the normal course of business. The Company’s risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes derivative financial instruments to offset a portion of these risks. The Company uses derivative financial instruments only to the extent necessary to hedge identified business risks, and does not enter into such transactions for trading purposes. The Company generally does not require collateral or other security with counterparties to these financial instruments and is therefore subject to credit risk in the event of nonperformance; however, the Company monitors credit risk and currently does not anticipate nonperformance by other parties.

Interest rate swap agreements are used to manage interest rate risk associated with floating-rate borrowings under our New Senior Secured Credit Facility. The interest rate swap agreements utilized by the Company effectively modify the Company’s exposure to interest rate risk by converting a portion of the Company’s floating-rate debt to a fixed rate basis through the expiration date of the interest rate swap agreements, thereby reducing the impact of interest rate changes on future interest expense. These agreements involve the receipt of floating rate amounts in exchange for fixed rate interest payments over the term of the agreements without an exchange of the underlying principal amount. These derivative instruments qualify as effective cash flow hedges under GAAP. For these hedges, the effective portion of the gain or loss from the financial instruments is initially reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity and subsequently reclassified into earnings in the same line as the hedged item in the same period or periods during which the hedged item affects earnings.

-11-

At June 30, 2012, three forward-starting interest rate swap agreements were in place to swap variable rates on the New Senior Secured Credit Facility for a fixed rate based on an aggregate notional amount of $353 million. Beginning December 31, 2012, these interest rate swap agreements will effectively convert the variable interest rate on the aggregate notional amount of the New Senior Secured Credit Facility to a fixed rate of 5.17% (2.17% plus the 3% margin percentage) through June 30, 2015.

Foreign currency exchange contracts are used to manage the impact of changes in foreign exchange rates on our consolidated results of operations and future foreign currency-denominated cash flows. These contracts effectively reduce exposure to currency movements affecting foreign currency-denominated expenditures by fixing the foreign currency exchange rate over the term of the agreement. These derivative instruments qualify as effective cash flow hedges under GAAP. For these hedges, changes in the fair value of the hedge are initially recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity and are subsequently reclassified into earnings in the same period the forecasted transaction affects earnings.

As of June 30, 2012, the Company had outstanding foreign currency exchange contracts totaling $0.7 million in the form of forward contracts with varying maturity dates ranging from July 2012 to September 2012. The fair value of these contracts approximated their carrying value as of June 30, 2012.

11.

COMPREHENSIVE INCOME

Comprehensive income, which primarily includes adjustments for changes in the fair values of the interest rate swap agreements on a net of tax basis and foreign currency translation adjustments, was approximately $228.6 million and $111.1 million for the thirty-nine week periods ended June 30, 2012 and July 2, 2011, respectively.

12.

DISCONTINUED OPERATIONS

On March 9, 2011, the Company completed the divestiture of its fastener business for approximately $239.6 million in cash, which includes a preliminary working capital adjustment of $0.4 million paid in the third quarter of fiscal 2011. The Company recorded a gain on sale of the fastener business of approximately $21.0 million, net of tax of $59.5 million.

On April 7, 2011, the Company completed the divestiture of Aero Quality Sales (“AQS”) to Satair A/S for approximately $31.8 million in cash, which includes a $1.8 million working capital adjustment received in the third quarter of fiscal 2011. The Company recorded a loss on sale of AQS of approximately $1.6 million, net of tax of $6.2 million. The Company’s Chairman and Chief Executive Officer, W. Nicholas Howley, was a director of Satair A/S from 2006 through October 2011.

-12-

The sales of the fastener business and AQS have been accounted for as discontinued operations and accordingly the condensed consolidated statements of income have classified the operating results to reflect discontinued operations presentation. The following is the summarized operating results for the fastener business and AQS for the thirteen and thirty-nine week periods ended June 30, 2012 and July 2, 2011 (in thousands).


	Thirteen Week Period Ended July 2, 2011			Thirty-Nine Week Period Ended July 2, 2011

Net sales	$	255		$	24,058


Loss from discontinued operations before income taxes	$	(82	)	$	(2,917	)

Income tax benefit		—			794


Loss from discontinued operations		(82	)		(2,123	)


Gain (loss) on sale of discontinued operations, net of tax		(2,006	)		18,950


Income (loss) from discontinued operations	$	(2,088	)	$	16,827

13.

SUPPLEMENTAL GUARANTOR INFORMATION

TransDigm’s 7³/₄% senior subordinated notes due 2018 are jointly and severally guaranteed, on a senior subordinated basis, by TD Group and TransDigm Inc.’s 100% owned Domestic Restricted Subsidiaries, as defined in the indenture. The following supplemental condensed consolidating financial information presents, in separate columns, the balance sheets of the Company as of June 30, 2012 and September 30, 2011 and its statements of income and cash flows for the thirty-nine week periods ended June 30, 2012 and July 2, 2011 for (i) TransDigm Group on a parent only basis with its investment in subsidiaries recorded under the equity method, (ii) TransDigm Inc. including its directly owned operations and non-operating entities, (iii) the Subsidiary Guarantors on a combined basis, (iv) Non-Guarantor Subsidiaries after December 14, 2010 and (v) the Company on a consolidated basis.

-13-

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF JUNE 30, 2012


	TransDigm Group		TransDigm Inc.		Subsidiary Guarantors		Non-Guarantor Subsidiaries			Eliminations			Total Consolidated

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	3,915	$	280,305	$	10,864	$	7,634		$	—		$	302,718
Trade accounts receivable - Net		—		11,846		204,118		24,489			(2,735	)		237,718
Inventories		—		23,080		273,440		32,041			(484	)		328,077
Income taxes receivable		—		13,727		—		(744	)		—			12,983
Prepaid expenses and other		—		894		6,054		2,156			—			9,104
Deferred income taxes		—		23,651		—		—			—			23,651

Total current assets		3,915		353,503		494,476		65,576			(3,219	)		914,251

INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES		1,102,734		4,707,627		1,936,208		22,989			(7,769,558	)		—
PROPERTY, PLANT AND EQUIPMENT - Net		—		15,538		141,064		13,453			—			170,055
GOODWILL		—		86,453		2,865,703		75,290			—			3,027,446
TRADEMARKS AND TRADE NAMES		—		19,376		408,290		30,963			—			458,629
OTHER INTANGIBLE ASSETS - Net		—		8,310		614,447		33,226			—			655,983
DEBT ISSUE COSTS - Net		—		65,592		—		—			—			65,592
OTHER		—		2,356		11,364		266			—			13,986

TOTAL ASSETS	$	1,106,649	$	5,258,755	$	6,471,552	$	241,763		$	(7,772,777	)	$	5,305,942


LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	—	$	20,500	$	—	$	—		$	—		$	20,500
Accounts payable		—		11,085		52,921		14,843			(2,735	)		76,114
Accrued liabilities		—		23,223		57,672		5,649			—			86,544

Total current liabilities		—		54,808		110,593		20,492			(2,735	)		183,158

LONG-TERM DEBT		—		3,603,750		—		—			—			3,603,750
DEFERRED INCOME TAXES		—		347,727		—		—			—			347,727
OTHER NON-CURRENT LIABILITIES		—		31,734		33,067		(143	)		—			64,658

Total liabilities		—		4,038,019		143,660		20,349			(2,735	)		4,199,293

STOCKHOLDERS’ EQUITY		1,106,649		1,220,736		6,327,892		221,414			(7,770,042	)		1,106,649

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,106,649	$	5,258,755	$	6,471,552	$	241,763		$	(7,772,777	)	$	5,305,942

-14-

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF SEPTEMBER 30, 2011


	TransDigm Group		TransDigm Inc.		Subsidiary Guarantors		Non-Guarantor Subsidiaries			Eliminations			Total Consolidated

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	5,695	$	360,074	$	2,115	$	8,299		$	—		$	376,183
Trade accounts receivable - Net		—		11,183		170,420		8,484			(794	)		189,293
Inventories		—		23,311		233,726		8,264			16			265,317
Prepaid expenses and other		—		2,571		5,451		633			—			8,655
Deferred income taxes		—		23,248		7,596		—			—			30,844

Total current assets		5,695		420,387		419,308		25,680			(778	)		870,292

INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES		805,254		3,746,531		1,557,736		(8,494	)		(6,101,027	)		—
PROPERTY, PLANT AND EQUIPMENT - Net		—		15,903		129,566		5,331			—			150,800
GOODWILL		—		81,736		2,478,780		35,231			—			2,595,747
TRADEMARKS AND TRADE NAMES		—		19,376		313,280		12,286			—			344,942
OTHER INTANGIBLE ASSETS - Net		—		8,760		459,615		15,049			—			483,424
DEBT ISSUE COSTS - Net		—		59,007		—		—			—			59,007
OTHER		—		2,415		7,010		(1	)		—			9,424

TOTAL ASSETS	$	810,949	$	4,354,115	$	5,365,295	$	85,082		$	(6,101,805	)	$	4,513,636


LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	—	$	15,500	$	—	$	—		$	—		$	15,500
Accounts payable		—		8,071		49,944		4,889			(794	)		62,110
Accrued liabilities		—		52,525		65,178		2,609			—			120,312
Income taxes payable		—		5,561		3,155		221			—			8,937

Total current liabilities		—		81,657		118,277		7,719			(794	)		206,859

LONG-TERM DEBT		—		3,122,875		—		—			—			3,122,875
DEFERRED INCOME TAXES		—		199,610		110,841		—			—			310,451
OTHER NON-CURRENT LIABILITIES		—		26,717		35,785		—			—			62,502

Total liabilities		—		3,430,859		264,903		7,719			(794	)		3,702,687

STOCKHOLDERS’ EQUITY		810,949		923,256		5,100,392		77,363			(6,101,011	)		810,949

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	810,949	$	4,354,115	$	5,365,295	$	85,082		$	(6,101,805	)	$	4,513,636

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TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF INCOME

FOR THE THIRTY-NINE WEEK PERIOD ENDED JUNE 30, 2012

(Amounts in thousands)


	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors		Non-Guarantor Subsidiaries			Eliminations			Total Consolidated

NET SALES	$	—		$	77,073		$	1,100,839	$	70,229		$	(10,539	)	$	1,237,602

COST OF SALES		—			45,161			455,134		58,450			(10,040	)		548,705


GROSS PROFIT		—			31,912			645,705		11,779			(499	)		688,897

SELLING AND ADMINISTRATIVE EXPENSES		—			44,946			92,170		10,305			—			147,421
AMORTIZATION OF INTANGIBLE ASSETS		—			468			31,412		1,239			—			33,119


INCOME (LOSS) FROM OPERATIONS		—			(13,502	)		522,123		235			(499	)		508,357
INTEREST EXPENSE - Net		—			154,107			1,483		1,164			—			156,754
EQUITY IN INCOME OF SUBSIDIARIES		(237,103	)		(341,170	)		—		—			578,273			—


INCOME (LOSS) BEFORE INCOME TAXES		237,103			173,561			520,640		(929	)		(578,772	)		351,603

INCOME TAX PROVISION (BENEFIT)		—			(63,542	)		178,098		(56	)		—			114,500


NET INCOME (LOSS)	$	237,103		$	237,103		$	342,542	$	(873	)	$	(578,772	)	$	237,103

-16-

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF INCOME

FOR THE THIRTY-NINE WEEK PERIOD ENDED JULY 2, 2011

(Amounts in thousands)


	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors		Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
NET SALES	$	—		$	58,384		$	788,475	$	20,182		$	(3,973	)	$	863,068

COST OF SALES		—			33,638			349,671		15,418			(3,828	)		394,899


GROSS PROFIT		—			24,746			438,804		4,764			(145	)		468,169
SELLING AND ADMINISTRATIVE EXPENSES		—			29,874			63,350		2,016			—			95,240
AMORTIZATION OF INTANGIBLE ASSETS		—			468			26,550		1,166			—			28,184


INCOME (LOSS) FROM OPERATIONS		—			(5,596	)		348,904		1,582			(145	)		344,745

INTEREST EXPENSE - Net		—			134,990			652		911			—			136,553
REFINANCING COSTS		—			72,417			—		—			—			72,417
EQUITY IN INCOME OF SUBSIDIARIES		(104,739	)		(245,601	)		—		—			350,340			—


INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		104,739			32,598			348,252		671			(350,485	)		135,775

INCOME TAX PROVISION (BENEFIT)		—			(72,141	)		118,386		1,618			—			47,863


INCOME (LOSS) FROM CONTINUING OPERATIONS		104,739			104,739			229,866		(947	)		(350,485	)		87,912

INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX		—			—			4,883		11,944			—			16,827


NET INCOME	$	104,739		$	104,739		$	234,749	$	10,997		$	(350,485	)	$	104,739

-17-

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THIRTY-NINE WEEK PERIOD ENDED JUNE 30, 2012

(Amounts in thousands)


	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES	$	—		$	(98,665	)	$	348,628		$	5,122		$	2,738		$	257,823

INVESTING ACTIVITIES:
Capital expenditures		—			(1,164	)		(14,301	)		(744	)		—			(16,209	)
Acquisition of businesses, net of cash acquired		—			(833,971	)		—			—			—			(833,971	)

Net cash used in investing activities		—			(835,135	)		(14,301	)		(744	)		—			(850,180	)


FINANCING ACTIVITIES:
Intercompany activities		(51,104	)		383,840			(325,578	)		(4,420	)		(2,738	)		—
Excess tax benefits related to share-based payment arrangements		40,531			—			—			—			—			40,531
Proceeds from exercise of stock options		12,938			—			—			—			—			12,938
Dividends paid		(3,299	)		—			—			—			—			(3,299	)
Treasury stock purchased		(846	)		—			—			—			—			(846	)
Proceeds from new senior secured credit facility-net		—			484,316			—			—			—			484,316
Repayment on new senior secured credit facility		—			(14,125	)		—			—			—			(14,125	)

Net cash provided by (used in) financing activities		(1,780	)		854,031			(325,578	)		(4,420	)		(2,738	)		519,515

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		—			—			—			(623	)		—			(623	)


INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(1,780	)		(79,769	)		8,749			(665	)		—			(73,465	)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		5,695			360,074			2,115			8,299			—			376,183


CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3,915		$	280,305		$	10,864		$	7,634		$	—		$	302,718

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TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THIRTY-NINE WEEK PERIOD ENDED JULY 2, 2011

(Amounts in thousands)


	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES	$	—		$	(165,349	)	$	302,645		$	10,626		$	(4,879	)	$	143,043

INVESTING ACTIVITIES:
Capital expenditures		—			(2,070	)		(10,059	)		(92	)		—			(12,221	)
Cash proceeds from sale of discontinued operations		—			271,361			—			—			—			271,361
Acquisition of businesses, net of cash acquired		—			(1,361,999	)		—			—			—			(1,361,999	)

Net cash used in investing activities		—			(1,092,708	)		(10,059	)		(92	)		—			(1,102,859	)


FINANCING ACTIVITIES:
Intercompany activities		(20,713	)		311,211			(292,723	)		(2,654	)		4,879			—
Excess tax benefits related to share-based payment arrangements		16,632			—			—			—			—			16,632
Proceeds from exercise of stock options		7,745			—			—			—			—			7,745
Dividends paid		(2,811	)		—			—			—			—			(2,811	)
Proceeds from new senior secured credit facility - net		—			1,500,048			—			—			—			1,500,048
Repayment on new senior secured credit facility		—			(7,750	)		—			—			—			(7,750	)
Proceeds from 2018 senior subordinated notes - net		—			1,582,317			—			—			—			1,582,317
Repurchase of 2014 senior subordinated notes		—			(1,041,894	)		—			—			—			(1,041,894	)
Repayment of previous senior secured credit facility		—			(780,000	)		—			—			—			(780,000	)

Net cash provided by (used in) financing activities		853			1,563,932			(292,723	)		(2,654	)		4,879			1,274,287

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		—			—			—			668			—			668


INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		853			305,875			(137	)		8,548			—			315,139

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		4,884			226,200			3,028			—			—			234,112


CASH AND CASH EQUIVALENTS, END OF PERIOD	$	5,737		$	532,075		$	2,891		$	8,548		$	—		$	549,251

* * * * *

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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 TD Group’s consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. References in this section to “TransDigm,” “the Company,” “we,” “us,” “our,” and similar references refer to TD Group, TransDigm Inc. and TransDigm Inc.’s subsidiaries, unless the context otherwise indicates. The following discussion may contain predictions, estimates and other forward-looking statements that involve a number of risks and uncertainties, including those discussed in this report. These risks could cause our actual results to differ materially from any future performance suggested below.

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, 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 section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 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. Many of the factors affecting these forward-looking statements 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, except as required by applicable law. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements.

Important factors that could cause actual results to differ materially from the forward-looking statements made in this Quarterly Report on Form 10-Q include but are not limited to: the sensitivity of our business to the number of flight hours that our customers’ planes spend aloft and our customers’ profitability, both of which are affected by general economic conditions; future terrorist attacks; our reliance on certain customers; the U.S. defense budget and risks associated with being a government supplier; failure to maintain government or industry approvals; failure to complete or successfully integrate acquisitions; our substantial indebtedness; potential environmental liabilities; and other factors. Please refer to the other information included in this Quarterly Report on Form 10-Q and to the Annual Report on Form 10-K for additional information regarding the foregoing factors that may affect our business.

Overview

We believe we are a leading global designer, producer and supplier of highly engineered aircraft components for use on nearly all commercial and military aircraft in service today. Our business is well diversified due to the broad range of products we offer to our customers. Some of our more significant product offerings, substantially all of which are ultimately provided to end-users in the aerospace industry, include mechanical/electro-mechanical actuators and controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices, specialized AC/DC electric motors and generators, NiCad batteries and chargers, engineered latching and locking devices, rods and locking devices, engineered connectors and elastomers, cockpit security components and systems, specialized cockpit displays, aircraft audio systems, specialized lavatory components, seatbelts and safety restraints, engineered interior surfaces and lighting and control technology. Each of these product offerings is composed of many individual products that are typically customized to meet the needs of a particular aircraft platform or customer.

For the third quarter of fiscal 2012, we generated net sales of $461.7 million and net income of $90.4 million. EBITDA As Defined was $216.7 million, or 46.9% of net sales. See below for certain information regarding EBITDA and EBITDA As Defined, including reconciliations of EBITDA and EBITDA As Defined to net income and net cash provided by operating activities.

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Certain Acquisitions and Divestitures

AmSafe Global Holdings, Inc. Acquisition

On February 15, 2012, TransDigm Inc. acquired AmSafe Global Holdings, Inc. (“AmSafe”), for approximately $749.7 million in cash, which includes a purchase price adjustment of $0.5 million paid in the third quarter of fiscal 2012. AmSafe is a leading supplier of innovative, highly engineered and proprietary safety and restraint equipment used primarily in the global aerospace industry. These products fit well with TransDigm’s overall business direction. The Company is in the process of obtaining information to value certain tangible and intangible assets of AmSafe, and therefore the condensed consolidated financial statements at June 30, 2012 reflect a preliminary purchase price allocation for the business.

Harco Laboratories Acquisition

On December 9, 2011, TransDigm Inc. acquired all of the outstanding stock of Harco Laboratories, Incorporated (“Harco”), for approximately $83.3 million in cash, which includes a purchase price adjustment of $0.4 million paid in the second quarter of fiscal 2012. Harco designs and manufactures highly engineered thermocouples, sensors, engine cable assemblies and related products for commercial aircraft. These products fit well with TransDigm’s overall business direction. The Company is in the process of obtaining information to value certain tangible and intangible assets of Harco, and therefore the condensed consolidated financial statements at June 30, 2012 reflect a preliminary purchase price allocation for the business.

Schneller Holdings Acquisition

On August 31, 2011, TransDigm Inc. acquired all of the outstanding equity interests in Schneller Holdings LLC (“Schneller”) for approximately $288.6 million in cash, which includes a purchase price adjustment of $1.0 million paid in the first quarter of fiscal 2012. Schneller designs and manufactures proprietary, highly engineered laminates, thermoplastics, and non-textile flooring for use primarily on side walls, lavatories, galleys, bulkheads and cabin floors for commercial aircraft. These products fit well with TransDigm’s overall business direction. The Company is in the process of obtaining information to value certain tangible and intangible assets of Schneller, and therefore the condensed consolidated financial statements at June 30, 2012 reflect a preliminary purchase price allocation for the business.

Talley Actuation Acquisition

On December 31, 2010, AeroControlex Group, Inc., a wholly owned subsidiary of TransDigm Inc., acquired the actuation business of Telair International Inc. (“Talley Actuation”), a wholly-owned subsidiary of Teleflex Incorporated, for approximately $93.6 million in cash, which includes a purchase price adjustment of $0.3 million received in the third quarter of fiscal 2011. Talley Actuation manufactures proprietary, highly engineered electro-mechanical products and other components for commercial and military aircraft. These products fit well with TransDigm’s overall business direction.

McKechnie Aerospace Holdings, Inc. Acquisition

On December 6, 2010, TransDigm Inc. acquired all of the outstanding stock of McKechnie Aerospace Holdings Inc. (“McKechnie Aerospace”), for approximately $1.27 billion in cash, which includes a purchase price adjustment of $0.3 million paid in the third quarter of fiscal 2011. McKechnie Aerospace, through its subsidiaries, is a leading global designer, producer and supplier of aerospace components, assemblies and subsystems for commercial aircraft, regional/business jets, military fixed wing and rotorcraft. Some of the businesses acquired as part of McKechnie Aerospace have since been divested (see below). The remaining products fit well with TransDigm’s overall business direction.

Aero Quality Sales Divestiture

On April 7, 2011, the Company completed the divestiture of Aero Quality Sales (“AQS”) to Satair A/S for approximately $31.8 million in cash, which includes a $1.8 million working capital adjustment received in the third quarter of fiscal 2011. AQS, which was acquired as part of the McKechnie Aerospace acquisition, is a distributor and service center of aircraft batteries and battery support equipment. The Company’s Chairman and Chief Executive Officer, W. Nicholas Howley was a director of Satair A/S from 2006 through October 2011. Mr. Howley disclosed his relationship with Satair A/S to the Company’s board of directors and abstained from the related vote.

Fastener Business Divestiture

On March 9, 2011, the Company completed the divestiture of its fastener business for approximately $239.6 million in cash, which includes a preliminary working capital adjustment of $0.4 million paid in the third quarter of fiscal 2011. This business, which was acquired as part of the McKechnie Aerospace acquisition, is made up of Valley-Todeco, Inc. and Linread Ltd. The business designs and manufactures fasteners, fastening systems and bearings for commercial, military and general aviation aircraft.

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Non-GAAP Financial Measures

We present below certain financial information based on our EBITDA and EBITDA As Defined. References to “EBITDA” mean earnings before interest, taxes, depreciation and amortization, and references to “EBITDA As Defined” mean EBITDA plus, as applicable for each relevant period, certain adjustments as set forth in the reconciliations of net income to EBITDA and EBITDA As Defined and the reconciliations of net cash provided by operating activities to EBITDA and EBITDA As Defined presented below.

Neither EBITDA nor EBITDA As Defined is a measurement of financial performance under accounting principles generally accepted in the United States of America (“GAAP”). We present EBITDA and EBITDA As Defined because we believe they are useful indicators for evaluating operating performance and liquidity.

Our management believes that EBITDA and EBITDA As Defined are useful as indicators of liquidity because securities analysts, investors, rating agencies and others use EBITDA to evaluate a company’s ability to incur and service debt. In addition, EBITDA As Defined is useful to investors because our revolving credit facility under our senior secured credit facility requires compliance, on a pro forma basis, with a financial covenant that measures the ratio of the amount of our secured indebtedness to the amount of our Consolidated EBITDA defined in the same manner as we define EBITDA As Defined herein. This financial covenant is a material term of our senior secured credit facility as the failure to comply with such financial covenant could result in an event of default in respect of the revolving credit facility (and such an event of default could, in turn, result in an event of default under the indentures governing our 7³/4% senior subordinated notes).

In addition to the above, our management uses EBITDA As Defined to review and assess the performance of the management team in connection with employee incentive programs and to prepare its annual budget and financial projections. Moreover, our management uses EBITDA As Defined to evaluate acquisitions.

Although we use EBITDA and EBITDA As Defined as measures to assess the performance of our business and for the other purposes set forth above, the use of these non-GAAP financial measures as analytical tools has limitations, and you should not consider any of them in isolation, or as a substitute for analysis of our results of operations as reported in accordance with GAAP. Some of these limitations are:

•

neither EBITDA nor EBITDA As Defined reflects the significant interest expense, or the cash requirements necessary to service interest payments, on our indebtedness;

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and neither EBITDA nor EBITDA As Defined reflects any cash requirements for such replacements;

•

the omission of the substantial amortization expense associated with our intangible assets further limits the usefulness of EBITDA and EBITDA As Defined;

•

neither EBITDA nor EBITDA As Defined includes the payment of taxes, which is a necessary element of our operations; and

•

EBITDA As Defined excludes the cash expense we have incurred to integrate acquired businesses into our operations, which is a necessary element of certain of our acquisitions.

Because of these limitations, EBITDA and EBITDA As Defined should not be considered as measures of discretionary cash available to us to invest in the growth of our business. Management compensates for these limitations by not viewing EBITDA or EBITDA As Defined in isolation and specifically by using other GAAP measures, such as net income, net sales and operating profit, to measure our operating performance. Neither EBITDA nor EBITDA As Defined is a measurement of financial performance under GAAP, and neither should be considered as an alternative to net income or cash flow from operations determined in accordance with GAAP. Our calculation of EBITDA and EBITDA As Defined may not be comparable to the calculation of similarly titled measures reported by other companies.

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The following table sets forth a reconciliation of net income to EBITDA and EBITDA As Defined (in thousands):


	Thirteen Week Periods Ended					Thirty-Nine Week Periods Ended
	June 30, 2012		July 2, 2011			June 30, 2012			July 2, 2011
Net income	$	90,446	$	56,280		$	237,103		$	104,739
Less income (loss) from discontinued operations		—		(2,088	)		—			16,827

Income from continuing operations		90,446		58,368			237,103			87,912
Adjustments:
Depreciation and amortization expense		17,616		17,559			50,645			42,859
Interest expense, net		55,393		49,860			156,754			136,553
Income tax provision		40,025		30,889			114,500			47,863

EBITDA, excluding discontinued operations		203,480		156,676			559,002			315,187
Adjustments:
Inventory purchase accounting adjustments ⁽¹⁾		4,274		2,468			12,733			16,069
Acquisition integration costs ⁽²⁾		2,458		2,233			5,842			8,218
Acquisition transaction-related expenses ⁽³⁾		611		162			4,759			2,256
Stock option expense⁽⁴⁾		5,858		2,778			14,393			6,832
Acquisition earn-out adjustment⁽⁵⁾				(3,000	)		—			(3,000	)
Other acquisition accounting adjustments		—		—			(2,792	)		—
Refinancing costs ⁽⁶⁾		—		38			—			72,417


EBITDA As Defined	$	216,681	$	161,355		$	593,937		$	417,979

(1)	Represents accounting adjustments to inventory associated with acquisitions of businesses and product lines that were charged to cost of sales when the inventory was sold.

(2)	Represents costs incurred to integrate acquired businesses and product lines into TD Group’s operations, facility relocation costs and other acquisition-related costs.

(3)	Represents transaction-related costs comprising deal fees; legal, financial and tax due diligence expenses; and valuation costs that are required to be expensed as incurred.

(4)	Represents the compensation expense recognized by TD Group under our stock option plans.

(5)	Represents the reversal of a portion of the earn-out liability related to the Dukes Aerospace acquisition based on lower growth projections relative to the required growth targets for the last three years of the four-year earn-out arrangement.

(6)

Represents costs incurred in connection with the refinancing in December 2010, including the premium paid to redeem our 7³/₄% senior subordinated notes due 2014, the write off of debt issue costs and unamortized note premium and discount and settlement of the interest rate swap agreement and other expenses.

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The following table sets forth a reconciliation of net cash provided by operating activities to EBITDA and EBITDA As Defined (in thousands):


	Thirty-Nine Week Periods Ended
	June 30, 2012			July 2, 2011
Net Cash Provided by Operating Activities	$	257,823		$	143,043
Adjustments:
Changes in assets and liabilities, net of effects from acquisitions of businesses		14,851			(1,645	)
Interest expense, net ⁽¹⁾		147,610			129,322
Income tax provision - current		112,580			105,382
Non-cash equity compensation ⁽²⁾		(14,393	)		(6,853	)
Excess tax benefit from exercise of stock options		40,531			16,632
Refinancing costs ⁽³⁾		—			(72,417	)

EBITDA		559,002			313,464
Adjustments:
Inventory purchase accounting adjustments ⁽⁴⁾		12,733			19,824
Acquisition integration costs ⁽⁵⁾		5,842			8,218
Acquisition transaction-related expenses⁽⁶⁾		4,759			2,256
Stock option expense ⁽⁷⁾		14,393			6,832
Acquisition earn-out adjustment ⁽⁸⁾		—			(3,000	)
Other acquisition accounting adjustments		(2,792	)		—
Refinancing costs ⁽³⁾		—			72,417
EBITDA from discontinued operations		—			(2,032	)

EBITDA As Defined	$	593,937		$	417,979

(1)	Represents interest expense excluding the amortization of debt issue costs and note premium and discount.

(2)	Represents the compensation expense recognized by TD Group under our stock plans.

(3)

(4)	Represents accounting adjustments to inventory associated with acquisitions of businesses and product lines that were charged to cost of sales when the inventory was sold.

(5)	Represents costs incurred to integrate acquired businesses and product lines into TD Group’s operations, facility relocation costs and other acquisition-related costs.

(6)	Represents transaction-related costs comprising deal fees; legal, financial and tax due diligence expenses; and valuation costs that are required to be expensed as incurred.

(7)	Represents the compensation expense recognized by TD Group under our stock option plans.

(8)	Represents the reversal of a portion of the earn-out liability related to the Dukes Aerospace acquisition based on lower growth projections relative to the required growth targets for the last three years of the four-year earn-out arrangement.

Critical Accounting Policies

Our consolidated financial statements have been prepared in accordance with GAAP, 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 the Annual Report on Form 10-K for the year ended September 30, 2011. There have been no significant changes to our critical accounting policies during the thirty-nine week period ended June 30, 2012.

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Results of Operations

The following table sets forth, for the periods indicated, certain operating data of the Company, including presentation of the amounts as a percentage of net sales (amounts in thousands):


	Thirteen Week Periods Ended
	June 30, 2012		% of Sales			July 2, 2011			% of Sales
Net sales	$	461,660		100.0	%	$	325,209			100.0	%
Cost of sales		208,358		45.1			142,060			43.7
Selling and administrative expenses		56,097		12.2			31,549			9.7
Amortization of intangible assets		11,341		2.5			12,445			3.8


Income from operations		185,864		40.3			139,155			42.8
Interest expense, net		55,393		12.0			49,860			15.4
Refinancing costs		—		—			38			0.0
Income tax provision		40,025		8.7			30,889			9.5


Income from continuing operations		90,446		19.6			58,368			17.9

Loss from discontinued operations, net of tax		—		—			(2,088	)		(0.6	)


Net income	$	90,446		19.6	%	$	56,280			17.3	%


	Thirty-Nine Week Periods Ended
	June 30, 2012		% of Sales			July 2, 2011		% of Sales
Net sales	$	1,237,602		100.0	%	$	863,068		100.0	%
Cost of sales		548,705		44.3			394,899		45.8
Selling and administrative expenses		147,421		11.9			95,240		11.0
Amortization of intangible assets		33,119		2.7			28,184		3.3


Income from operations		508,357		41.1			344,745		39.9
Interest expense, net		156,754		12.7			136,553		15.8
Refinancing costs		—		—			72,417		8.4
Income tax provision		114,500		9.3			47,863		5.5


Income from continuing operations		237,103		19.2			87,912		10.2

Income from discontinued operations, net of tax		—		—			16,827		1.9


Net income	$	237,103		19.2	%	$	104,739		12.1	%

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Changes in Results of Operations

Thirteen week period ended June 30, 2012 compared with the thirteen week period ended July 2, 2011.

•

Net Sales. Net organic and acquisition sales and the related dollar and percentage changes for the thirteen week periods ended June 30, 2012 and July 2, 2011 were as follows (amounts in millions):


	Thirteen Week Periods Ended						% Change
	June 30, 2012		July 2, 2011		Change		Total Sales
Organic sales	$	356.1	$	325.2	$	30.9		9.5	%
Acquisition sales		105.6		—		105.6		32.5	%

	$	461.7	$	325.2	$	136.5		42.0	%

Acquisition sales represent sales of acquired businesses for the period up to one year subsequent to their acquisition dates. The amount of acquisition sales shown in the table above resulted from the acquisitions of Schneller in fiscal 2011 and Harco and AmSafe in fiscal 2012.

The organic sales growth was due to an increase of $15.4 million, or a 16.5% increase in commercial OEM sales, an increase of $5.0 million, or a 3.8% increase in commercial aftermarket sales, and an increase of $10.4 million, or an 11.6% increase in defense sales, for the quarter ended June 30, 2012 compared to the quarter ended July 2, 2011.

•

Cost of Sales and Gross Profit. Cost of sales increased by $66.3 million, or 46.7%, to $208.4 million for the quarter ended June 30, 2012 compared to $142.1 million for the quarter ended July 2, 2011. Cost of sales and the related percentage of total sales for the thirteen week periods ended June 30, 2012 and July 2, 2011 were as follows (amounts in millions):


	Thirteen Week Periods Ended
	June 30, 2012			July 2, 2011			Change		% Change
Cost of sales - excluding acquisition-related costs below	$	201.6		$	137.4		$	64.2		46.7	%
% of total sales		43.6	%		42.2	%

Inventory purchase accounting adjustments		4.3			2.5			1.8		72.0	%
% of total sales		0.9	%		0.8	%

Acquisition integration costs		2.5			2.2			0.3		13.6	%
% of total sales		0.6	%		0.7	%


Total cost of sales	$	208.4		$	142.1		$	66.3		46.7	%

% of total sales		45.1	%		43.7	%


Gross profit	$	253.3		$	183.1		$	70.2		38.3	%

Gross profit percentage		54.9	%		56.3	%

The increase in the dollar amount of cost of sales during the thirteen week period ended June 30, 2012 was primarily due to increased volume associated with organic sales growth and the sales from acquisitions and higher acquisition-related costs as shown in the table above.

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Gross profit as a percentage of sales decreased by 1.4 percentage points to 54.9% for the thirteen week period ended June 30, 2012 from 56.3% for the thirteen week period ended July 2, 2011. The dollar amount of gross profit increased by $70.2 million, or 38.3%, from the quarter ended June 30, 2012 compared to the comparable quarter last year due to the following items:

•

Gross profit on the sales from the acquisitions indicated above (excluding acquisition-related costs) was approximately $53 million for the quarter ended June 30, 2012, which represented gross profit of approximately 50% of the acquisition sales.

•

Organic sales growth, application of our three core value-driven operating strategies (obtaining profitable new business, continually improving our cost structure, and providing highly engineered value-added products to customers) and positive leverage on our fixed overhead costs spread over a higher production volume, partially offset by unfavorable OEM versus aftermarket sales mix, resulted in a net increase in gross profit of approximately $19 million for the quarter ended June 30, 2012.

•

The gross profit increase described above was partially offset by the impact of higher inventory purchase accounting adjustments and acquisition integration costs charged to cost of sales of approximately $2 million.

•

Selling and Administrative Expenses. Selling and administrative expenses increased by $24.6 million to $56.1 million, or 12.2% of sales, for the thirteen week period ended June 30, 2012 from $31.5 million, or 9.7% of sales, for the thirteen week period ended July 2, 2011. Selling and administrative expenses and the related percentage of total sales for the thirteen week periods ended June 30, 2012 and July 2, 2011 were as follows (amounts in millions):


	Thirteen Week Periods Ended
	June 30, 2012			July 2, 2011			Change		% Change
Selling and administrative expenses - excluding costs below	$	50.6		$	31.9		$	18.7		58.6	%
% of total sales		11.0	%		9.8	%

Stock compensation expense		5.0			2.4			2.6		108.3	%
% of total sales		1.1	%		0.7	%

Acquisition earn-out adjustment		—			(3.0	)		3.0		-100.0	%
% of total sales		0.0	%		-0.9	%

Acquisition transaction-related expenses		0.5			0.2			0.3		150.0	%
% of total sales		0.1	%		0.1	%


Total selling and administrative expenses	$	56.1		$	31.5		$	24.6		77.8	%

% of total sales		12.2	%		9.7	%

The increase in the dollar amount of selling and administrative expenses during the thirteen week period ended June 30, 2012 is primarily due to higher selling and administrative expenses relating to recent acquisitions of approximately $17 million, which was approximately 16% of the acquisition sales.

•

Amortization of Intangibles. Amortization of intangibles decreased to $11.3 million for the quarter ended June 30, 2012 from $12.4 million for the comparable quarter last year. The net decrease of $1.1 million was primarily due to order backlog relating to prior acquisitions becoming fully amortized in the first quarter of fiscal 2012 offset by amortization expense related to the additional identifiable intangible assets recognized in connection with acquisitions during the last twelve months.

•

Interest Expense-net. Interest expense-net includes interest on outstanding borrowings, amortization of debt issue costs and revolving credit facility fees offset by interest income. Interest expense increased $5.5 million, or 11.1%, to $55.4 million for the quarter ended June 30, 2012 from $49.9 million for the comparable quarter last year. The net increase in interest expense-net was primarily due to an increase in the weighted average level of outstanding borrowings, which was approximately $3.63 billion for the quarter ended June 30, 2012 and approximately $3.15 billion for the quarter ended July 2, 2011 slightly offset by a decrease in the weighted average interest rate during the quarter ended June 30, 2012 of 6.1% compared to the weighted average interest rate during the comparable period of 6.3%. The increase in borrowings was due to the additional term loan facility under the Amendment to our New Senior Secured Credit Facility related to the AmSafe acquisition which occurred in February 2012.

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•

Income Taxes. Income tax expense as a percentage of income before income taxes was approximately 30.7% for the quarter ended June 30, 2012 compared to 34.6% for the quarter ended July 2, 2011. The decrease in the effective tax rate for the thirteen week period ended June 30, 2012 was primarily due to the settlement of an IRS audit for the September 30, 2009 and 2010 year ends and adjustments resulting from the filing of the Company’s September 30, 2011 federal income tax return.

•

Income from Continuing Operations. Income from continuing operations increased by $32.1 million, or 55.0%, to $90.4 million for the quarter ended June 30, 2012 from $58.4 million for the comparable period last year. Income from continuing operations increased by a higher percentage than the overall increase in sales of 42.0% due to the factors described above and summarized as follows: lower amortization of intangible assets; leverage on interest expense-net (increased by only 11.1%); and a lower effective income tax rate partially offset by higher acquisition related costs.

•

Loss from Discontinued Operations. Loss from discontinued operations comprises the net loss from discontinued operations and the after-tax net loss on sale of AQS of $1.6 million and an adjustment to reduce the after tax gain on the sale of the fastener business by $0.4 million during the thirteen week period ended July 2, 2011.

•

Net Income. Net income increased $34.2 million, or 60.7%, to $90.4 million for the quarter ended June 30, 2012 compared to net income of $56.3 million for the quarter ended July 2, 2011, primarily as a result of the factors referred to above.

•

Earnings per Share. The basic and diluted earnings per share were $1.68 for the quarter ended June 30, 2012 and $1.06 per share for the quarter ended July 2, 2011. The quarter ended July 2, 2011 comprises basic and diluted earnings per share from continuing operations of $1.10 and basic and diluted loss per share from discontinued operations of $0.04. The increase in earnings per share from continuing operations of $1.10 per share to $1.68 per share is due to the increase in income from continuing operations of $32.1 million, which is a result of the factors referred to above.

Thirty-nine week period ended June 30, 2012 compared with the thirty-nine week period ended July 2, 2011.

•

Net Sales. Net organic and acquisition sales and the related dollar and percentage changes for the thirty-nine week periods ended June 30, 2012 and July 2, 2011 were as follows (amounts in millions):


	Thirty-Nine Week Periods Ended						% Change
	June 30, 2012		July 2, 2011		Change		Total Sales
Organic sales	$	982.3	$	863.1	$	119.2		13.8	%
Acquisition sales		255.3		—		255.3		29.6	%

	$	1,237.6	$	863.1	$	374.5		43.4	%

Acquisition sales represent sales of acquired businesses for the period up to one year subsequent to their acquisition dates. The amount of acquisition sales shown in the table above resulted from the acquisitions of McKechnie Aerospace, Talley Actuation and Schneller in fiscal 2011 and Harco and AmSafe in fiscal 2012.

The organic sales growth was due to an increase of $62.5 million, or a 26.5% increase in commercial OEM sales, an increase of $29.5 million, or an 8.4% increase in commercial aftermarket sales, and an increase of $24.5 million, or a 9.9% increase in defense sales, for the thirty-nine week period ended June 30, 2012 compared to the thirty-nine week period ended July 2, 2011.

Commercial OEM sales for the thirty-nine week period ended June 30, 2012 were favorably impacted by the robust commercial transport OEM production cycle and retroactive contract pricing adjustments (approximately $11 million).

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•

Cost of Sales and Gross Profit. Cost of sales increased by $153.8 million, or 38.9%, to $548.7 million for the thirty-nine week period ended June 30, 2012 compared to $394.9 million for the thirty-nine week period ended July 2, 2011. Cost of sales and the related percentage of total sales for the thirty-nine week periods ended June 30, 2012 and July 2, 2011 were as follows (amounts in millions):


	Thirty-Nine Week Periods Ended
	June 30, 2012			July 2, 2011			Change			% Change
Cost of sales - excluding acquisition-related costs below	$	531.7		$	374.1		$	157.6			42.1	%
% of total sales		42.9	%		43.4	%

Inventory purchase accounting adjustments		12.7			16.1			(3.4	)		-21.1	%
% of total sales		1.0	%		1.9	%

Acquisition integration costs		4.3			4.7			(0.4	)		-8.5	%
% of total sales		0.4	%		0.5	%


Total cost of sales	$	548.7		$	394.9		$	153.8			38.9	%

% of total sales		44.3	%		45.8	%


Gross profit	$	688.9		$	468.2		$	220.7			47.1	%

Gross profit percentage		55.7	%		54.2	%

The increase in the dollar amount of cost of sales during the thirty-nine week period ended June 30, 2012 was primarily due to increased volume associated with organic sales growth and the sales from acquisitions partially offset by lower acquisition-related costs as shown in the table above.

Gross profit as a percentage of sales increased by 1.5 percentage points to 55.7% for the thirty-nine week period ended June 30, 2012 from 54.2% for the thirty-nine week period ended July 2, 2011. The dollar amount of gross profit increased by $220.7 million, or 47.1%, from the thirty-nine week period ended June 30, 2012 compared to the comparable period last year due to the following items:

•

Gross profit on the sales from the acquisitions indicated above (excluding acquisition-related costs) was approximately $132 million for the thirty-nine week period ended June 30, 2012, which represented gross profit of approximately 52% of the acquisition sales.

•

Impact of OEM retroactive contract pricing adjustments of approximately $11 million.

•

Impact of lower inventory purchase accounting adjustments and acquisition integration costs charged to cost of sales of approximately $4 million.

•

Organic sales growth described above, application of our three core value-driven operating strategies (obtaining profitable new business, continually improving our cost structure, and providing highly engineered value-added products to customers), and positive leverage on our fixed overhead costs spread over a higher production volume, partially offset by unfavorable OEM versus aftermarket sales mix, resulted in a net increase in gross profit of approximately $74 million for the thirty-nine week period ended June 30, 2012.

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•

Selling and Administrative Expenses. Selling and administrative expenses increased by $52.2 million to $147.4 million, or 11.9% of sales, for the thirty-nine week period ended June 30, 2012 from $95.2 million, or 11.0% of sales, for the comparable period last year. Selling and administrative expenses and the related percentage of total sales for the thirty-nine week periods ended June 30, 2012 and July 2, 2011 were as follows (amounts in millions):


	Thirty-Nine Week Periods Ended
	June 30, 2012			July 2, 2011			Change			% Change
Selling and administrative expenses - excluding costs below	$	131.7		$	86.7		$	45.0			51.9	%
% of total sales		10.6	%		9.9	%

Stock compensation expense		12.2			5.8			6.4			110.3	%
% of total sales		1.0	%		0.7	%

Acquisition earn-out adjustment		—			(3.0	)		3.0			-100.0	%
% of total sales		0.0	%		-0.3	%

Other acquisition accounting adjustments		(2.8	)		—			(2.8	)		—
% of total sales		-0.2	%		0.0	%

Acquisition transaction-related expenses		6.3			5.7			0.6			10.5	%
% of total sales		0.5	%		0.7	%


Total selling and administrative expenses	$	147.4		$	95.2		$	52.2			54.8	%

% of total sales		11.9	%		11.0	%

The increase in the dollar amount of selling and administrative expenses during the thirty-nine week period ended June 30, 2012 is primarily due to higher selling and administrative expenses relating to recent acquisitions of approximately $39 million, which was approximately 15% of the acquisition sales.

•

Amortization of Intangibles. Amortization of intangibles increased to $33.1 million for the thirty-nine week period ended June 30, 2012 from $28.2 million for the comparable period last year. The net increase of $4.9 million was primarily due to amortization expense related to the additional identifiable intangible assets recognized in connection with acquisitions during the last twelve months.

•

Refinancing Costs. Refinancing costs were recorded as a result of the refinancing of TransDigm’s entire debt structure in December 2010. The charge of $72.4 million consisted of the premium of $41.9 million paid to redeem our 7³/4% senior subordinated notes, the write-off of debt issue costs and unamortized note premium and discount of $25.7 million, and the settlement of the interest rate swap agreement and other expenses of $4.8 million.

•

Interest Expense-net. Interest expense-net includes interest on outstanding borrowings, amortization of debt issue costs and revolving credit facility fees offset by interest income. Interest expense increased $20.2 million, or 14.8%, to $156.8 million for the thirty-nine week period ended June 30, 2012 from $136.6 for the comparable period last year. The net increase in interest expense-net was primarily due to an increase in the weighted average level of outstanding borrowings, which was approximately $3.62 billion for the thirty-nine week period ended June 30, 2012 and approximately $2.82 billion for the thirty-nine week period ended July 2, 2011 slightly offset by a decrease in the weighted average interest rate during the thirty-nine week period ended June 30, 2012 of 6.2% compared to the weighted average interest rate during the comparable period of 6.5%. The increase in borrowings was due to the debt refinancing transactions and the acquisition financing related to McKechnie Aerospace which occurred in December 2010 and the additional term loan facility under the Amendment to our New Senior Secured Credit Facility related to the AmSafe acquisition which occurred in February 2012.

•

Income Taxes. Income tax expense as a percentage of income before income taxes was approximately 32.6% for the thirty-nine week period ended June 30, 2012 compared to 35.3% for the thirty-nine week period ended July 2, 2011. The decrease in the effective tax rate for the thirteen week period ended June 30, 2012 was primarily due to the settlement of an IRS audit for the September 30, 2009 and 2010 year ends, adjustments resulting from the filing of the Company’s September 30, 2011 federal income tax return and a reduction in state taxes and a non-recurring adjustment (benefit of $2.8 million) to state income tax expense due to changes in state tax laws.

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•

Income from Continuing Operations. Income from continuing operations increased by $149.2 million, or 169.7%, to $237.1 million for the thirty-nine week period ended June 30, 2012 from $87.9 million for the comparable period last year. Income from continuing operations increased by a higher percentage than the overall increase in sales of 43.4% due to the factors described above and summarized as follows: lower acquisition-related costs and acquisition accounting adjustments; refinancing costs incurred in fiscal 2011; leverage on interest expense-net (increased by only 14.8%); and a lower effective income tax rate partially offset by higher amortization of intangible assets.

•

Income from Discontinued Operations. Income from discontinued operations includes results of operations through the dates of sale of the fastener business and AQS and the after-tax net gain on sales of $19.0 million for the thirty-nine week period ended July 2, 2011.

•

Net Income. Net income increased $132.4 million, or 126.4%, to $237.1 million for the thirty-nine week ended June 30, 2012 compared to net income of $104.7 million for the thirty-nine week period ended July 2, 2011, primarily as a result of the factors referred to above.

•

Earnings per Share. The basic and diluted earnings per share were $4.34 for the thirty-nine week period ended June 30, 2012 and $1.91 per share for the thirty-nine week period ended July 2, 2011. Net income for the thirty-nine week period ended June 30, 2012 of $237.1 million was decreased by an allocation of dividends to participating securities of $3.3 million resulting in net income available to common shareholders of $233.8 million. The thirty-nine week period ended July 2, 2011 comprises basic and diluted earnings per share from continuing operations of $1.60 and basic and diluted earnings per share from discontinued operations of $0.31. Net income for the thirty-nine week period ended July 2, 2011 of $104.7 million was decreased by an allocation of dividends to participating securities of $2.8 million resulting in net income available to shareholders of $101.9 million. The increase in earnings per share from continuing operations of $1.60 per share to $4.34 per share is due to the increase in income from continuing operations of $149.2 million, which is a result of the factors referred to above.

Backlog

As of June 30, 2012, the Company estimated its sales order backlog at $824 million compared to an estimated sales order backlog of $710 million as of July 2, 2011 (excluding businesses accounted for as discontinued operations). The increase in backlog is primarily due to the acquisitions of Schneller, Harco and AmSafe discussed above, totaling approximately $91 million and an increase in orders across existing product lines in both the OEM and aftermarket. The majority of the purchase orders outstanding as of June 30, 2012 are scheduled for delivery within the next twelve months. Purchase orders may be subject to cancellation or deferral 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 June 30, 2012 may not necessarily represent the actual amount of shipments or sales for any future period.

Foreign Operations

Although we manufacture substantially all of our products in the United States, we manufacture some products in the United Kingdom, Belgium, Malaysia, Mexico, China and Sri Lanka. We sell our products in the United States, as well as in foreign countries. A number of risks inherent in international operations could have a material adverse effect on our results of operations, including currency fluctuations, difficulties in staffing and managing multi-national operations, general economic and political uncertainties and potential for social unrest in countries in which we operate, limitations on our ability to enforce legal rights and remedies, restrictions on the repatriation of funds, change in trade policies, tariff regulation, difficulties in obtaining export and import licenses and the risk of government financed competition.

There can be no assurance that 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 our operations and growth strategy.

Liquidity and Capital Resources

Operating Activities. The Company generated $257.8 million of cash from operating activities during the thirty-nine week period ended June 30, 2012 compared to $143.0 million during the thirty-nine week period ended July 2, 2011. The net increase of $114.8 million was due primarily to an increase in income from operations partially offset by higher interest payments due the Company’s current debt structure and higher income tax payments.

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Investing Activities. Cash used in investing activities was $850.2 million during the thirty-nine week period ended June 30, 2012 consisting primarily of the acquisition of AmSafe and Harco and capital expenditures of $16.2 million. Cash used in investing activities was $1,102.9 million during the thirty-nine week period ended July 2, 2011 consisting primarily of the acquisitions of McKechnie Aerospace and Talley Actuation and capital expenditures of $12.2 million offset by the cash proceeds on the sale of the fastener business and AQS of $271.4 million.

Financing Activities. Cash provided by financing activities during the thirty-nine week period ended June 30, 2012 was $519.5 million, which comprised $484.3 million of additional net proceeds from the Amendment under our New Senior Secured Credit Facility and $53.4 million of cash for tax benefits related to share-based payment arrangements and from the exercise of stock options offset by $14.1 million repayment on our New Senior Secured Credit Facility, $3.3 million of dividend equivalent payments and $0.8 million of treasury stock purchased. Cash provided by financing activities during the thirty-nine week period ended July 2, 2011 was $1,274.3 million, which comprised $1,260.5 million of net proceeds from the refinancing of our entire debt structure and $24.4 million of cash for tax benefits related to share-based payment arrangements and from the exercise of stock options offset by $7.8 million repayment on our New Senior Secured Credit Facility and $2.8 million of dividend equivalent payments.

Description of New Senior Secured Credit Facility and Indentures

In December 2010, TransDigm entered into a senior secured credit facility, which consisted of a $1.55 billion term loan facility and a $245 million revolving credit facility, as amended as discussed below (collectively, the “Existing Senior Secured Credit Facility”). The proceeds of the term loan were used to pay the purchase price of and related transaction expenses associated with the acquisition of McKechnie Aerospace and repay a portion of the amounts outstanding under the previous senior secured credit facility.

On February 14, 2011, TransDigm Inc. entered into a new senior secured credit facility which provides for $1.55 billion term loan facility, as amended as discussed below (the “New Senior Secured Credit Facility”), which was fully drawn on February 14, 2011. The New Senior Secured Credit Facility replaced the term loan under the Existing Senior Secured Credit Facility and modified certain terms of the original agreement including extending the maturity date of the term loan and modifying the interest rate provisions.

On March 25, 2011, TransDigm entered into Amendment No. 1 to the Existing Senior Secured Credit Facility. The amendment provides for a modification to certain terms of the permitted indebtedness covenant contained in the Existing Senior Secured Credit Facility to modify the requirements for incurring certain additional senior indebtedness.

On February 15, 2012, TransDigm entered into Amendment No. 1 and an Incremental Term Loan Assumption Agreement to the New Senior Secured Credit Facility. The amendment provides for an additional term loan facility in the aggregate principal amount of $500 million. The additional term loan facility was fully drawn on February 15, 2012. The proceeds of the additional term loan facility were used to pay a portion of the purchase price of and related transaction expenses associated with the acquisition of AmSafe.

On February 15, 2012 TransDigm also entered into an Incremental Revolving Credit Assumption Agreement (the “Assumption Agreement”) to the Existing Senior Secured Credit Facility, as amended. The Assumption Agreement provides for additional revolving commitments to TransDigm in an aggregate principal amount of $65 million, which results in a total revolving credit amount of $310 million. No borrowings, other than the issuance of certain letters of credit discussed below, were outstanding under the Existing Senior Secured Credit Facility as of June 30, 2012.

Under the Existing Senior Secured Credit Facility, the revolving credit facility matures in December 2015. At June 30, 2012, the Company had $6.6 million letters of credit outstanding and $303.4 million of borrowings available under the Existing Senior Secured Credit Facility.

Under the New Senior Secured Credit Facility, the term loans mature in February 2017. The term loans under the New Senior Secured Credit Facility require quarterly principal payments totaling $5.1 million.

The interest rates per annum applicable to the term loans under the New Senior Secured Credit Facility will be, at TransDigm’s option, equal to either an alternate base rate or an adjusted LIBO rate for one, two, three or six-month (or to the extent agreed to by each relevant lender, nine or twelve-month) interest periods chosen by TransDigm, in each case plus an applicable margin percentage. The applicable interest rate on the term loans at June 30, 2012 was 4.0%.

On June 27, 2011, the Company entered into three forward-starting interest rate swap agreements beginning December 31, 2012 to hedge the variable interest rates on the New Senior Secured Credit Facility for a fixed rate based on an aggregate notional amount of $353 million through June 30, 2015. These forward-starting interest rate swap agreements will effectively convert the variable interest rate on the aggregate notional amount of the New Senior Secured Credit Facility to a fixed rate of 5.17% over the term of the interest rate swap agreements.

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All of the indebtedness outstanding under the credit facilities is guaranteed by TD Group and all of TransDigm’s current and future domestic restricted subsidiaries (other than immaterial subsidiaries), and is secured by a first priority security interest in substantially all of the existing and future property and assets, including inventory, equipment, general intangibles, intellectual property, investment property and other personal property (but excluding leasehold interests and certain other assets) of TransDigm and all of TransDigm’s existing and future domestic restricted subsidiaries (other than immaterial subsidiaries), and a first priority pledge of the capital stock of TransDigm and its domestic subsidiaries and 65% of the voting capital stock of certain of TransDigm’s foreign subsidiaries.

The credit facilities contain certain covenants that limit the ability of TD Group, TransDigm and TransDigm’s restricted subsidiaries to, among other things, incur or guarantee additional indebtedness or issue preferred stock, pay distributions on, redeem or repurchase capital stock or redeem or repurchase subordinated debt, make investments, sell assets, enter into agreements that restrict distributions or other payments from restricted subsidiaries to TransDigm, incur or suffer to exist liens securing indebtedness, consolidate, merge or transfer all or substantially all of their assets, and engage in transactions with affiliates. At June 30, 2012, TransDigm was in compliance with all of the covenants contained in the credit facilities.

The term loan under the New Senior Secured Credit Facility requires mandatory prepayments of principal based on certain percentages of Excess Cash Flow (as therein defined), commencing 90 days after the end of each fiscal year, commencing with the fiscal year ending September 30, 2012, subject to certain exceptions. In addition, subject to certain exceptions (including, with respect to asset sales, the reinvestment in productive assets), TransDigm will be required to prepay the loans outstanding under the term loan facility at 100% of the principal amount thereof, plus accrued and unpaid interest, with the net cash proceeds of certain asset sales and issuance or incurrence of certain indebtedness.

In December 2010, TransDigm issued $1.6 billion in aggregate principal amount of its 7³/₄% Senior Subordinated Notes due 2018 (the “2018 Notes”) at an issue price of 100% of the principal amount. The 2018 Notes represent unsecured obligations of TransDigm Inc. ranking subordinate to TransDigm Inc.’s senior debt, as defined in the indenture governing the 2018 Notes (the “Indenture”). Such notes do not require principal payments prior to their maturity in December 2018. Interest under the 2018 Notes is payable semi-annually.

Certain Restrictive Covenants in Our Debt Documents

The credit facilities and the Indenture 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. A breach of any of the covenants or an inability to comply with the required leverage ratio could result in a default under the credit facilities or the Indenture. If any such default occurs, the lenders under the credit facilities and the holders of the 2018 Notes may elect to declare all outstanding borrowings, together with accrued interest and other amounts payable thereunder, to be immediately due and payable. The lenders under the credit facilities also have the right in these circumstances to terminate any commitments they have to provide further borrowings. In addition, following an event of default under the credit facilities, the lenders thereunder will have the right to proceed against the collateral granted to them to secure the debt, which includes our available cash, and they will also have the right to prevent us from making debt service payments on the 2018 Notes.

Stock Repurchase

On August 22, 2011 we announced a program permitting us to repurchase a portion of our outstanding shares not to exceed $100 million in the aggregate. During the thirty-nine week period ended June 30, 2012, the Company repurchased 11,300 shares of its common stock at a gross cost of approximately $0.8 million.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Our main exposure to market risk relates to interest rates. Our financial instruments that are subject to interest rate risk principally include fixed-rate and floating-rate long-term debt. At June 30, 2012, we had borrowings under our New Senior Secured Credit Facility of $2.02 billion that were subject to interest rate risk. Borrowings under our New Senior Secured Credit Facility bear interest, at our option, at a rate equal to either an alternate base rate or an adjusted LIBO rate for a one-, two-, three- or six-month (or to the extent available to each lender, nine- or twelve-month) interest period chosen by us, in each case, plus an applicable margin percentage. 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 our New Senior Secured Credit Facility. The effect of a hypothetical one percentage point increase in interest rates would increase the annual interest costs under our New Senior Secured Credit Facility by approximately $20.2 million based on the amount of outstanding borrowings at June 30, 2012. The weighted average interest rate on the $2.02 billion of borrowings under our New Senior Secured Credit Facility on June 30, 2012 was 4.0%.

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At June 30, 2012, three forward-starting interest rate swap agreements were in place to swap variable rates on the New Senior Secured Credit Facility for a fixed rate based on an aggregate notional amount of $353 million. Beginning December 31, 2012, these interest rate swap agreements will effectively convert the variable interest rate on the aggregate notional amount of the new senior secured credit facility to a fixed rate of 5.17% through June 30, 2015.

The fair value of the $2.02 billion aggregate principal amount of borrowings under our New Senior Secured Credit Facility is exposed to the market risk of interest rates. The estimated fair value of such term loans approximated $2.04 billion at June 30, 2012 based upon information provided to the Company from its agent under the credit facility. The fair value of the $1.60 billion aggregate principal amount of our 7³/₄% senior subordinated notes due 2018 is exposed to the market risk of interest rate changes. The estimated fair value of such notes approximated $1.70 billion at June 30, 2012 based upon quoted market rates.

ITEM 4. CONTROLS AND PROCEDURES

As of June 30, 2012, TD Group carried out an evaluation, under the supervision and with the participation of TD Group’s management, including its Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer), of the effectiveness of the design and operation of TD Group’s disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that TD Group’s disclosure controls and procedures are effective to ensure that information required to be disclosed by TD Group in the reports it files or submits under the Securities Exchange Act of 1934, as amended, 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 TD Group’s management, including its 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, TD Group’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. There have been no significant changes in TD Group’s internal controls or other factors that could significantly affect the internal controls subsequent to the date of TD Group’s evaluations.

Changes in Internal Control over Financial Reporting

On February 15, 2012, we acquired AmSafe. AmSafe operated under its own set of systems and internal controls and we are currently maintaining those systems and much of that control environment until we are able to incorporate AmSafe’s processes into our own systems and control environment. We currently expect to complete the incorporation of AmSafe’s operations into our systems and control environment in fiscal 2013. There were no other changes to our internal controls over financial reporting that could have a material effect on our financial reporting during the quarter ended June 30, 2012.

PART II: OTHER INFORMATION

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2011. There have been no material changes to the risk factors set forth therein.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS: PURCHASES OF EQUITY SECURITIES BY THE ISSUER

On August 22, 2011, the Board of Directors authorized a common share repurchase program, which was announced on August 23, 2011. Under the terms of the program, the Company may purchase up to a maximum aggregate value of $100 million of its shares of common stock. During the thirteen week period ended June 30, 2012, the Company did not repurchase any shares under the program.

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ITEM 6. EXHIBITS



10.1		Employment Agreement, dated April 20, 2012, between TransDigm Group Incorporated and Peter Palmer.*

10.2		Employment Agreement, dated April 20, 2012, between TransDigm Group Incorporated and James Skulina.*

10.3		Amendment to Employment Agreement, dated April 20, 2012, between TransDigm Group and Robert Henderson.*

10.4		Amendment to Employment Agreement, dated April 20, 2012, between TransDigm Group and Bernt Iverson.*

31.1		Certification by Principal Executive Officer of TransDigm Group Incorporated 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 Group Incorporated 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.

32.1		Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification by Principal Financial Officer of TransDigm Group Incorporated pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		Financial Statements and Notes to the Condensed Consolidated Financial Statements formatted in XBRL.

		* Indicates management contract or compensatory plan contract or arrangement.

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SIGNATURES

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

TRANSDIGM GROUP INCORPORATED


SIGNATURE	TITLE	DATE

/s/ W. Nicholas Howley	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	August 8, 2012
W. Nicholas Howley


/s/ Gregory Rufus	Executive Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)	August 8, 2012
Gregory Rufus

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EXHIBIT INDEX

TO FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2012


EXHIBIT NO.		DESCRIPTION

10.1		Employment Agreement, dated April 20, 2012, between TransDigm Group Incorporated and Peter Palmer.*

10.2		Employment Agreement, dated April 20, 2012, between TransDigm Group Incorporated and James Skulina.*

10.3		Amendment to Employment Agreement, dated April 20, 2012, between TransDigm Group and Robert Henderson.*

10.4		Amendment to Employment Agreement, dated April 20, 2012, between TransDigm Group and Bernt Iverson.*

31.1		Certification by Principal Executive Officer of TransDigm Group Incorporated 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 Group Incorporated 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.

32.1		Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification by Principal Financial Officer of TransDigm Group Incorporated pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		Financial Statements and Notes to the Condensed Consolidated Financial Statements formatted in XBRL.

*	Indicates management contract or compensatory plan contract or arrangement.

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EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated as of April 20, 2012, is made by and between TransDigm Group Incorporated, a Delaware corporation (the “Company”), and Peter Palmer (the “Executive”).

RECITALS:

WHEREAS, the Executive holds the position of Executive Vice President of the Company; and

WHEREAS, the parties would like to enter into an employment agreement on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:

1. Certain Definitions.

(a) “Annual Base Salary” shall have the meaning set forth in Section 4(a).

(b) “Board” shall mean the Board of Directors of the Company.

(c) “Cause” shall mean either of the following: (i) the repeated failure by the Executive, after written notice from the Board, substantially to perform his material duties and responsibilities as an officer or employee or director of the Company or any of its subsidiaries (other than any such failure resulting from incapacity due to reasonably documented physical or mental illness), or (ii) any willful misconduct by the Executive that has the effect of materially injuring the business of the Company or any of its subsidiaries, including, without limitation, the disclosure of material secret or confidential information of the Company or any of its subsidiaries.

(d) “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as may be amended from time to time.

(e) “Code” shall mean the Internal Revenue Code of 1986, as amended. Reference to a Section of the Code includes all rulings, regulations, notices, announcements, decisions, orders and other pronouncements that are issued by the United States Department of the Treasury, the Internal Revenue Service, or any court of competent jurisdiction that are lawful and pertinent to the interpretation, application or effectiveness of such Section.

(f) “Common Stock” shall mean the common stock of the Company, $0.01 par value per share.

(g) “Company” shall have the meaning set forth in the preamble hereto.

(h) “Compensation Committee” shall mean the Compensation Committee of the Board whose members shall be appointed by the Board from time to time.

(i) “Date of Termination” shall mean (i) if the Executive’s employment is terminated by reason of his death, the date of his death, and (ii) if the Executive’s employment is terminated pursuant to Sections 5(a)(ii) – (vi), the date specified in the Notice of Termination.

(j) “Disability” shall mean the Executive’s absence from employment with the Company due to: (i) his inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months; or (ii) such medically determinable physical or mental impairment, which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, and for which the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering the Company’s employees.

(k) “Effective Date” shall mean the date of this Agreement.

(l) “Equity Compensation Agreements” shall mean any written agreements between the Company and the Executive pursuant to which the Executive holds or is granted options to purchase Common Stock, including, without limitation, agreements evidencing options granted under any option plan adopted or maintained by the Company for employees generally, and any management deferred compensation or similar plans of the Company.

(m) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(n) “Executive” shall have the meaning set forth in the preamble hereto.

(o) “Good Reason” shall mean the occurrence of any of the following: (i) a material diminution in the Executive’s title, duties or responsibilities, without his prior written consent, or (ii) a reduction of the Executive’s aggregate cash compensation (including bonus opportunities), benefits or perquisites, without his prior written consent, (iii) the Company requires the Executive, without his prior written consent, to be based at any office or location that requires a relocation greater than 30 miles from Pasadena, California, or (iv) any material breach of this Agreement by the Company.

(p) “Notice of Termination” shall have the a meaning set forth in Section 5(b).

(q) “Payment Period” shall have the meaning set forth in Section 6(b)(i).

(r) “Specified Employee” shall have the meaning set forth in Code Section 409A

(s) “Term” shall have the meaning set forth in Section 2.

2. Employment. The Company shall employ the Executive, for the period set forth in this Section 2, in the position(s) set forth in Section 3 and upon the other terms and conditions herein provided. The term of employment under this Agreement (the “Term”) shall be for the period beginning on the Effective Date and ending on October 1, 2017 unless earlier terminated as provided in Section 5; provided, however, that unless so earlier terminated or unless the Executive or the Company shall give written notice to the other of his or its intention not to renew this Agreement no less than sixty days prior to the scheduled expiration thereof, upon October 1, 2017, this Agreement shall automatically be renewed for an additional two year period.

3. Position and Duties. During the Term, the Executive shall serve as Executive Vice President of each of the Company and its subsidiary, TransDigm, Inc. (“TransDigm”), with such customary responsibilities, duties and authority as may from time to time be assigned to the Executive by the Chief Executive Officer. During the Term, the Executive shall devote substantially all his working time and efforts to the business and affairs of the Company and TransDigm; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees, and (ii) manage his personal investments, so long as none of such activities significantly interferes with the Executive’s duties hereunder.

4. Compensation and Related Matters.

(a) Annual Base Salary. During the Term (commencing as of the first pay period following the date of this Agreement), the Executive shall receive a base salary at a rate that is no less than $310,000 per annum payable in accordance with the Company’s normal payroll practices, which shall be reviewed by the Compensation Committee on or prior to each anniversary of the Effective Date during the Term and may be increased, but not decreased, upon such review (the “Annual Base Salary”).

(b) Bonus. For each fiscal year during the Term, the Executive shall be eligible to participate in the Company’s annual cash bonus plan in accordance with terms and provisions which shall be consistent with the Company’s executive bonus policy in effect as of the date hereof. The Executive’s target bonus for calendar year 2012 and thereafter will be 65% of his Annual Base Salary.

(c) Non-Qualified Deferred Compensation. During the Term, the Executive shall be eligible to participate in any non-qualified deferred compensation plan or program (if any) offered by the Company to its executives.

(d) Long Term Incentive Compensation. During the Term, the Executive shall be entitled to participate in the Option Plan or any successor plan thereto.

(e) Benefits. During the Term, the Executive shall be entitled to participate in the other employee benefit plans, programs and arrangements of the Company now (or, to the extent determined by the Board or Compensation Committee, hereafter) in effect which are applicable to the senior officers of the Company generally, subject to and on a basis consistent with the terms, conditions and overall administration thereof (including the right of the Company to amend, modify or terminate such plans).

(f) Expenses. Pursuant to the Company’s customary policies in force at the time of payment, the Executive shall be reimbursed for all expenses properly incurred by the Executive on the Company’s behalf in the performance of the Executive’s duties hereunder.

(g) Vacation. The Executive shall be entitled to an amount of annual vacation days, and to compensation in respect of earned but unused vacation days in accordance with the Company’s vacation policy as in effect as of the Effective Date. The Executive shall also be entitled to paid holidays in accordance with the Company’s practices with respect to same as in effect as of the Effective Date.

(h) Automobile. During the Term, the Company shall provide the Executive with an annual automobile allowance at a rate determined by the Chief Executive Officer and generally consistent with allowance currently granted to the Executive.

(i) Club Membership. During the Term, the Company shall pay on behalf of the Executive, or reimburse the Executive for, annual membership fees payable in connection with the Executive’s membership in one country club of the Executive’s choice.

5. Termination.

(a) The Executive’s employment hereunder may be terminated by the Company or the Executive, as applicable, without any breach of this Agreement only under the following circumstances and in accordance with subsection (b):

(i) Death. The Executive’s employment hereunder shall terminate upon his death.

(ii) Disability. If the Company determines in good faith that the Executive has incurred a Disability, the Company may give the Executive written notice of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive, provided that within such 30 day period the Executive shall not have returned to full-time performance of his duties. The Executive shall continue to receive his Annual Base Salary until the 90th day following the date of the Notice of Termination.

(iii) Termination for Cause. The Company may terminate the Executive’s employment hereunder for Cause.

(iv) Resignation for Good Reason. The Executive may terminate his employment hereunder for Good Reason.

(v) Termination without Cause. The Company may terminate the Executive’s employment hereunder without Cause.

(vi) Resignation without Good Reason. The Executive may resign his employment hereunder without Good Reason.

(b) Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive under this Section 5 (other than termination pursuant to subsection (a)(i)) shall be communicated by a written notice from the Board or the Executive to the other indicating the specific termination provision in this Agreement relied upon, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and specifying a Date of Termination which, except in the case of Termination by reason of Disability or Termination for Cause pursuant to Section 5(a)(ii) or 5(a)(iii), respectively, shall be at least 90 days following the date of such notice (a “Notice of Termination”). In the event of Termination for Cause pursuant to Section 5(a)(iii), the Executive shall have the right, if the basis for such Cause is curable, to cure the same within 15 days following the Notice of Termination for Cause, and Cause shall not be deemed to exist if the Executive cures the event giving rise to Cause within such 15 day period. In the event of Termination by the Executive for Good Reason pursuant to Section 5(a)(iv), the Company shall have the right, if the basis for such Good Reason is curable, to cure the same within 15 days following the Notice of Termination for Good Reason, and Good Reason shall not be deemed to exist if the Company cures the event giving rise to Good Reason within such 15 day period. The Executive shall continue to receive his Annual Base Salary, annual bonus and all other compensation and perquisites referenced in Section 4 through the Date of Termination.

6. Severance Payments.

(a) Termination for any Reason. In the event the Executive’s employment with the Company is terminated for any reason, the Company shall pay the Executive (or his beneficiary in the event of his death) any unpaid Annual Base Salary that has accrued as of the Date of Termination, any unreimbursed expenses due to the Executive in accordance with the Company’s expense reimbursement policy and an amount equal to compensation for accrued but unused sick days and vacation days. The Executive shall also be entitled to accrued, vested benefits under the

Company’s benefit plans and programs as provided therein. The Executive shall be entitled to the additional payments and benefits described below only as set forth herein.

(b) Termination without Cause, Resignation for Good Reason or Termination by Reason of Death or Disability. Subject to Sections 6(c) and (d) and the restrictions contained herein, in the event of the Executive’s Termination without Cause (pursuant to Section 5(a)(v)), Resignation for Good Reason (pursuant to Section 5(a)(iv)) or termination by reason of death or Disability (pursuant to Section 5(a)(i) or (ii), respectively), the Company shall pay to the Executive the amounts described in subsection (a). In addition, subject to Section 6(c) and (d) and the restrictions contained herein, the Company shall do all of the following:

(i) The Company shall pay to the Executive (or his beneficiary in the event of his death) an amount equal to the “Severance Amount” described below. For purposes of this Agreement the Severance Amount is equal to the sum of:

(A) 1.0 times his Annual Base Salary, and

(B) 1.0 times the greater of (I) the total of all bonuses paid (or payable) to executive in respect of the fiscal year ending immediately prior to the Date of Termination, excluding any bonuses that are extraordinary in nature (e.g., a transaction related bonus) or (II) the target bonuses for the fiscal year in which the Date of Termination falls, determined in accordance with the Company’s bonus program or programs, if any.

The Severance Amount as so determined shall be payable to the Executive (or his beneficiary) in substantially equal installments of the 12 month period following the Date of Termination (the “Payment Period”) in accordance with the Company’s regular payroll practices;

(ii) The Company shall offer to the Executive continuation of any health plan coverage of the Executive in accordance with the requirements of applicable law (e.g. COBRA coverage), at a monthly cost to the Executive that is not greater than the monthly cost that the Executive is being charged for such coverage or coverages as of the Date of Termination. The Company may require the Executive to complete and file any election forms that are generally required of other employees to obtain COBRA coverage; and the Executive’s COBRA coverage may be terminable in accordance with applicable law;

(iii) During each month in the Payment Period, the Company shall pay to the Executive an amount equal to one-twelfth (¹/₁₂) of the annual automobile allowance that is in effect under Section 4(h) as of the Date of Termination; and

(iv) During each month in the Payment Period, the Company shall reimburse the Executive for any membership fees in a country club that the Executive is obligated. to pay for such month, in an amount not to exceed one-twelfth (¹/12) of the annual membership fees that the Executive is entitled to have reimbursed under Section 4(i) as of the Date of Termination. The Executive shall apply for reimbursement by not later than the last day of the second calendar year following the date the expenses were incurred; and any reimbursement that is due hereunder shall be paid to the Executive within 60 days of his application for the reimbursement.

(c) Benefits Provided Upon Termination of Employment. If the Executive’s termination or resignation does not constitute a “separation from service,” as such term is defined under Code Section 409A, the Executive shall nevertheless be entitled to receive all of the payments and benefits that the Executive is entitled to receive under this Agreement on account of his termination of employment. However, the payments and benefits that the Executive is entitled to under this Agreement shall not be provided to the Executive until such time as the Executive has incurred a “separation from services” within the meaning of Code Section 409A.

(d) Payments on Account of Termination to a Specified Employee. Notwithstanding the foregoing provisions of Sections 6(a) or 6(b), in the event that the Executive is determined to be a Specified Employee at the time of his termination of employment under this Agreement (or, if later, his “separation from service” under Code Section 409A), to the extent that a payment, reimbursement or benefit under Section 6(b) is considered to provide for a “deferral of compensation” (as determined under Code Section 409A), then such payment, reimbursement or benefit shall not be paid or provided until six months after the Executive’s separation from service, or his death, whichever occurs first. Any payments, reimbursements or benefits that are withheld under this provision for the first six months shall be payable in a lump sum on the 181st day after such termination of employment (or, if later, separation from service). The restrictions in this Section 6(d) shall be interpreted and applied solely to the minimum extent necessary to comply with the requirements of Code Section 409A(a)(2)(B). Accordingly, payments, benefits or

reimbursements under Section 6(B) or any other part of this Agreement may nevertheless be provided to Executive with the six-month period following the date of Executive’s termination of employment under this Agreement (or, if later, his “separation from service” under Code Section 409A), to the extent that it would nevertheless be permissible to do so under Code Section 409A because those payments, reimbursements or benefits are (i) described in Treasury Regulations Section 409A because those payments, reimbursements or benefits are (i) described in Treasury Regulations Section 1.409A-1(b)(9)(iii) (i.e., payments within the limitations therein that are being made on account of an involuntary termination or termination for good reason, within the meaning of the Treasury Regulations), or (ii) benefits described in Treasury Regulations Section 1.409A-1(b)(9)(v) (e.g. health care benefits).

7. Competition; Nonsolicitation.

(a) During the Term and, following any termination of Executive’s employment, for a period equal to (i) the Payment Period, in the case of a termination of employment for which payments are made pursuant to Section 6(b) hereof, or (ii) 24 months from the date of such termination in the event of a voluntary termination of employment by the Executive without Good Reason, or a termination by the Company for Cause, the Executive shall not, without the prior written consent of the Board, directly or indirectly engage in, or have any interest in, or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business (other than a business that constitutes less than 5% of the relevant entity’s net revenue and a proportionate share of its operating income) which competes with any business of the Company or any entity owned by it anywhere in the world; provided, however, that the Executive shall be permitted to acquire a stock interest in such a corporation provided such stock is publicly traded and the stock so acquired does not represent more than one percent of the outstanding shares of such corporation.

(b) During the Term and for a period of two years following any termination of the Executive’s employment, the Executive shall not, directly or indirectly, on his own behalf or on behalf of any other person or entity, whether as an owner, employee, service provider or otherwise, solicit or induce any person who is or was employed by, or providing consulting services to, the Company or any of its subsidiaries during the twelve-month period prior to the date of such termination, to terminate their employment or consulting relationship with the Company or any such subsidiary.

(c) In the event the agreement in this Section 7 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

8. Nondisclosure of Proprietary Information.

(a) Except as required in the faithful performance of the Executive’s duties hereunder or pursuant to subsection (c), the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to the Company’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment, except for such information which is or becomes publicly available other than as a result of a breach by the Executive of this Section 8, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such confidential or proprietary information or trade secrets. The parties hereby stipulate and agree that as between them the foregoing matters are important, material and confidential proprietary information and trade secrets and affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company).

(b) Upon termination of the Executive’s employment with the Company for any reason, the Executive shall promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company’s customers, business plans, marketing strategies, products or processes and/or which contain proprietary information or trade secrets.

(c) The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and shall assist such counsel in resisting or otherwise responding to such process.

9. Injunctive Relief. It is recognized and acknowledged by the Executive that a breach of the covenants contained in Sections 7 and 8 will cause irreparable damage to the Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Executive agrees that in the event of a breach of any of the covenants contained in Sections 7 and 8, in addition to any other remedy which may be available at law or in equity, the Company shall be entitled to specific performance and injunctive relief.

10. Survival. The expiration or termination of the Term shall not impair the rights or obligations of any party hereto which shall have accrued hereunder prior to such expiration.

11. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the Company, the Executive and their respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable.

12. Governing Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Ohio.

13. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

14. Notices. Any notice, request, claim, demand, document or other communication hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by telex, telecopy, or certified or registered mail, postage prepaid, as follows:

(a) If to the Company, to:

TransDigm Group Incorporated

The Tower at Erieview

1301 E. 9^th Street, Suite 3000

Cleveland, Ohio 44114

Attention: W. Nicholas Howley, CEO and Chairman

(b) If to the Executive, to him at the address set forth below under his signature;

or at any other address as any party shall have specified by notice in writing to the other party in accordance with this Section 14.

15. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

16. Entire Agreement; Prior Employment Agreement. The terms of this Agreement, together with the Equity Compensation Agreements are intended by the parties to be the final expression of their agreement with respect to the employment of the Executive by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement, and the aforementioned contemporaneous documents, shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.

17. Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Executive and the Chief Executive Officer. By an instrument in writing similarly executed, the Executive or the Company may waive compliance by the other party or parties with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy or power hereunder shall preclude any other or further exercise of any other right, remedy or power provided herein or by law or in equity.

18. No Inconsistent Actions. The parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the intent of

the parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.

19. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators in Cleveland, Ohio, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Section 7 or 8 of this Agreement and the Executive hereby consents that such restraining order or injunction may be granted without the necessity of the Company’s posting any bond; and provided further, that the Executive shall be entitled to seek specific performance of his right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. Each of the parties hereto shall bear its share of the fees and expenses of any arbitration hereunder.

20. Indemnification and Insurance; Legal Expenses. During the Term and so long as the Executive has not breached any of his obligations set forth in Sections 7 and 8, the Company shall indemnify the Executive to the fullest extent permitted by the laws of the State of Delaware, as in effect at the time of the subject act or omission, and shall advance to the Executive reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses) and he shall be entitled to the protection of any insurance policies the Company shall elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries or his serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants to maintain during the Term for the benefit of the Executive (in his capacity as an officer and director of the Company) Directors and Officers Insurance providing customary benefits to the Executive.

(SIGNATURE PAGE FOLLOWS)

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.


TRANSDIGM GROUP INCORPORATED

By:		/s/ W. Nicholas Howley
Name: Title:		W. Nicholas Howley Chief Executive Officer

EXECUTIVE

/s/ Peter Palmer

Peter Palmer

EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated as of April 20, 2012, is made by and between TransDigm Group Incorporated, a Delaware corporation (the “Company”), and James Skulina (the “Executive”).

RECITALS:

WHEREAS, the Executive holds the position of Executive Vice President of the Company; and

WHEREAS, the parties would like to enter into an employment agreement on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:

1. Certain Definitions.

(a) “Annual Base Salary” shall have the meaning set forth in Section 4(a).

(b) “Board” shall mean the Board of Directors of the Company.

(d) “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as may be amended from time to time.

(f) “Common Stock” shall mean the common stock of the Company, $0.01 par value per share.

(g) “Company” shall have the meaning set forth in the preamble hereto.

(h) “Compensation Committee” shall mean the Compensation Committee of the Board whose members shall be appointed by the Board from time to time.

(i) “Date of Termination” shall mean (i) if the Executive’s employment is terminated by reason of his death, the date of his death, and (ii) if the Executive’s employment is terminated pursuant to Sections 5(a)(ii) - (vi), the date specified in the Notice of Termination.

(k) “Effective Date” shall mean the date of this Agreement.

(m) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(n) “Executive” shall have the meaning set forth in the preamble hereto.

(o) “Good Reason” shall mean the occurrence of any of the following: (i) a material diminution in the Executive’s title, duties or responsibilities, without his prior written consent, or (ii) a reduction of the Executive’s aggregate cash compensation (including bonus opportunities), benefits or perquisites, without his prior written consent, (iii) the Company requires the Executive, without his prior written consent, to be based at any office or location that requires a relocation greater than 30 miles from Cleveland, Ohio, or (iv) any material breach of this Agreement by the Company.

(p) “Notice of Termination” shall have the a meaning set forth in Section 5(b).

(q) “Payment Period” shall have the meaning set forth in Section 6(b)(i).

(r) “Specified Employee” shall have the meaning set forth in Code Section 409A

(s) “Term” shall have the meaning set forth in Section 2.

4. Compensation and Related Matters.

(d) Long Term Incentive Compensation. During the Term, the Executive shall be entitled to participate in the Option Plan or any successor plan thereto.

5. Termination.

(i) Death. The Executive’s employment hereunder shall terminate upon his death.

(iii) Termination for Cause. The Company may terminate the Executive’s employment hereunder for Cause.

(iv) Resignation for Good Reason. The Executive may terminate his employment hereunder for Good Reason.

(v) Termination without Cause. The Company may terminate the Executive’s employment hereunder without Cause.

(vi) Resignation without Good Reason. The Executive may resign his employment hereunder without Good Reason.

6. Severance Payments.

Company’s benefit plans and programs as provided therein. The Executive shall be entitled to the additional payments and benefits described below only as set forth herein.

(A) 1.0 times his Annual Base Salary, and

(iii) During each month in the Payment Period, the Company shall pay to the Executive an amount equal to one-twelfth

(¹/₁₂) of the annual automobile allowance that is in effect under Section 4(h) as of the Date of Termination; and

(iv) During each month in the Payment Period, the Company shall reimburse the Executive for any membership fees in a country club that the Executive is obligated. to pay for such month, in an amount not to exceed one-twelfth (¹/₁₂) of the annual membership fees that the Executive is entitled to have reimbursed under Section 4(i) as of the Date of Termination. The Executive shall apply for reimbursement by not later than the last day of the second calendar year following the date the expenses were incurred; and any reimbursement that is due hereunder shall be paid to the Executive within 60 days of his application for the reimbursement.

7. Competition; Nonsolicitation.

8. Nondisclosure of Proprietary Information.

10. Survival. The expiration or termination of the Term shall not impair the rights or obligations of any party hereto which shall have accrued hereunder prior to such expiration.

12. Governing Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the Sta te of Ohio.

(a) If to the Company, to:

TransDigm Group Incorporated

The Tower at Erieview

1301 E. 9^th Street, Suite 3000

Cleveland, Ohio 44114

Attention: W. Nicholas Howley, CEO and Chairman

(b) If to the Executive, to him at the address set forth below under his signature; or at any other address as any party shall have specified by notice in writing to the other party in accordance with this Section 14.

15. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

the parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.

(SIGNATURE PAGE FOLLOWS)

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.


TRANSDIGM GROUP INCORPORATED

By:		/s/ W. Nicholas Howley

Name:		W. Nicholas Howley
Title:		Chief Executive Officer

EXECUTIVE

/s/ James Skulina
James Skulina

EX-10.3

Exhibit 10.3

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of April 20, 2012, is made by and between TransDigm Group Incorporated, a Delaware corporation (the “Company”), and Robert Henderson (the “Executive”).

WHEREAS, the parties are parties to an Employment Agreement dated February 24, 2011 (the “Employment Agreement”);

WHEREAS, the parties realized that there was a mutual mistake in the definition of “Good Reason” contained in the Employment Agreement; and

WHEREAS, the parties would like to amend the Employment Agreement as set forth herein to correct such mistake.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:

Paragraph (o) of Section 1 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

“Good Reason” shall mean the occurrence of any of the following: (i) a material diminution in the Executive’s title, duties or responsibilities, without his prior written consent, or (ii) a reduction of the Executive’s aggregate cash compensation (including bonus opportunities), benefits or perquisites, without his prior written consent, (iii) the Company requires the Executive, without his prior written consent, to be based at any office or location that requires a relocation greater than 30 miles from Pasadena, California, or (iv) any material breach of this Agreement by the Company.

Except as amended herein, the Employment Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.


TRANSDIGM GROUP INCORPORATED

By:		/s/ W. Nicholas Howley
Name:		W. Nicholas Howley
Title:		Chief Executive Officer

EXECUTIVE

/s/ Robert Henderson
Robert Henderson

EX-10.4

Exhibit 10.4

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of April 20, 2012, is made by and between TransDigm Group Incorporated, a Delaware corporation (the “Company”), and Bernt Iversen (the “Executive”).

WHEREAS, the parties are parties to an Employment Agreement dated February 24, 2011 (the “Employment Agreement”);

WHEREAS, the parties realized that there was a mutual mistake in the definition of “Good Reason” contained in the Employment Agreement; and

WHEREAS, the parties would like to amend the Employment Agreement as set forth herein to correct such mistake.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:

Paragraph (o) of Section 1 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

“Good Reason” shall mean the occurrence of any of the following: (i) a material diminution in the Executive’s title, duties or responsibilities, without his prior written consent, or (ii) a reduction of the Executive’s aggregate cash compensation (including bonus opportunities), benefits or perquisites, without his prior written consent, (iii) the Company requires the Executive, without his prior written consent, to be based at any office or location that requires a relocation greater than 30 miles from Liberty, South Carolina, or (iv) any material breach of this Agreement by the Company.

Except as amended herein, the Employment Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.


TRANSDIGM GROUP INCORPORATED

By:		/s/ W. Nicholas Howley
Name:		W. Nicholas Howley
Title:		Chief Executive Officer


EXECUTIVE

/s/ Bernt Iverson
		Bernt Iversen

EX-31.1

Exhibit 31.1

CERTIFICATION

I, W. Nicholas Howley, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of TransDigm Group Incorporated;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of TransDigm Group Incorporated’s board of directors:

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2012


/s/ W. Nicholas Howley
Name:		W. Nicholas Howley
Title:		Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Gregory Rufus, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of TransDigm Group Incorporated;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and have:

(a)

(b)

(c)

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of TransDigm Group Incorporated’s board of directors:

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2012


/s/ Gregory Rufus
Name:		Gregory Rufus
Title:		Executive Vice President, Chief
		Financial Officer and Secretary
		(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of TransDigm Group Incorporated (the “Company”) for the period ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, W. Nicholas Howley, Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition of the Company.

Date: August 8, 2012


/s/ W. Nicholas Howley
Name:		W. Nicholas Howley
Title:		Chairman of the Board of Directors and Chief
		Executive Officer (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of TransDigm Group Incorporated (the “Company”) for the period ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory Rufus, Executive Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition of the Company.

Date: August 8, 2012


/s/ Gregory Rufus
Name:		Gregory Rufus
Title:		Executive Vice President, Chief
		Financial Officer and Secretary
		(Principal Financial and Accounting Officer)

LARGE ACCELERATED FILER

ACCELERATED FILER

NON-ACCELERATED FILER

SMALLER REPORTING COMPANY