TransDigm (TDG) 8-K Regulation FD Disclosure

0

$1,200,000,000

Senior Secured Credit Facilities

Presentation to Public Lenders

November 3, 2010

Exhibit 99.1

1

Safe Harbor Statement

This

presentation

contains

forward-looking

statements

that

involve

substantial

risks

and

uncertainties.

You

can

identify

forward-looking

statements

by

words

such

as

“anticipate,”

“believe,”

“could,”

“estimate,”

“expect,”

“intend,”

“may,”

“plan,”

“should,”

“will,”

“would”

or

similar

words.

You

should

consider

these

statements

carefully

because

they

discuss

our

plans,

targets,

strategies,

prospects

and

expectations

concerning

our

business,

operating

results,

financial

condition

and

similar

matters.

We

believe

that

it

is

important

to

communicate

our

future

expectations

to

our

current

and

potential

investors.

There

will

be

events

in

the

future,

however,

that

we

are

not

able

to

predict

accurately

or

control.

Our

actual

results

may

differ

materially

from

the

expectations

we

describe

in

our

forward-looking

statements.

Factors

or

events

that

could

cause

our

actual

results

to

materially

differ

may

emerge

from

time

to

time,

and

it

is

not

possible

for

us

to

accurately

predict

all

of

them.

You

should

be

aware

that

the

occurrence

of

any

such

event

could

have

a

material

adverse

effect

on

our

business,

results

of

operation

and

financial

position.

Any

forward-looking

statement

in

this

presentation

speaks

only

as

of

the

date

on

which

we

make

it.

We

undertake

no

obligation

to

update

or

revise

any

forward-looking

statements,

whether

as

a

result

of

new

information,

future

events

or

otherwise,

except

as

required

by

law.

2

Special Notice

This

presentation

contains

certain

financial

and

other

information

regarding

McKechnie

Aerospace

Holdings,

Inc.

("McKechnie"),

which

TransDigm

has

agreed

to

acquire,

as

discussed

in

further

detail

below

and

in

the

Company's

filings

with

the

SEC.

The

interim

unaudited

and

year-end

audited

financial

information

relating

to

McKechnie

has

been

prepared

without

the

Company's

participation.

Further,

the

other

disclosure

related

to

McKechnie

contained

in

this

presentation

is

based

on

preliminary

information,

as

the

acquisition

of

McKechnie

has

not

yet

been

consummated.

As

such,

TransDigm

can

provide

you

with

no

assurances

as

to

the

accuracy

of

such

financial

and

other

disclosure

regarding

McKechnie

contained

in

this

presentation.  

This

presentation

also

sets

forth

certain

pro

forma

financial

information.

This

pro

forma

financial

information

gives

effect

to

the

acquisition

of

McKechnie

as

well

as

certain

other

recently

completed

acquisitions.

Such

pro

forma

information

is

based

on

certain

assumptions

and

adjustments

and

does

not

purport

to

present

TransDigm's

actual

results

of

operations

or

financial

condition

had

the

transactions

reflected

in

such

pro

forma

financial

information

occurred

at

the

beginning

of

the

relevant

period,

in

the

case

of

income

statement

information,

or

at

the

end

of

such

period,

in

the

case

of

balance

sheet

information,

nor

is

it

necessarily

indicative

of

the

results

of

operations

that

may

be

achieved

in

the

future.

In

addition,

the

assumptions

underlying

certain

pro

forma

financial

information

related

to

the

acquisition

of

McKechnie

reflects

projected

cost

savings.

However,

our

ability

to

achieve

these

cost

savings

will

depend

upon

the

success

we

have

in

integrating

McKechnie

into

our

business,

and

we

cannot

assure

you

that

these

cost

savings

will

be

realized

within

the

time

frames

we

expect,

or

at

all

and

we

may

incur

unexpected

costs

in

integrating

McKechnie

that

offset

these

expected

cost

savings.

3

Definitions

TransDigm

EBITDA

As

Defined

–

excludes

inventory

purchase

adjustments,

non-cash

compensation

and

deferred

compensation

charges,

acquisition

integration

costs

and

one-time

IPO

related

costs

as

defined

in

TransDigm’s

existing

credit

agreement.

McKechnie

EBITDA

-

excludes

management

fees

and

expenses,

unrealized

gains

and

losses

on

interest

rate

swaps,

foreign

exchange

gains

and

losses,

and

expenses

incurred

in

connection

with

the

sale

of

the

business.

Pro

forma

EBITDA

As

Defined

–

reflects

full

year

impact

of

recent

TransDigm

acquisitions.

4

Transaction Overview

Credit Suisse

TransDigm & McKechnie Overview

TransDigm

Nick Howley, Chief Executive Officer

Key Credit Considerations

TransDigm

Nick Howley, Chief Executive Officer

Pro Forma Financial Overview

TransDigm

Greg Rufus, Chief Financial Officer

TransDigm Financial Overview

TransDigm

Greg Rufus, Chief Financial Officer

McKechnie Financial Overview

TransDigm

Greg Rufus, Chief Financial Officer

Syndication Overview & Timetable

Credit Suisse

Public Q&A

Agenda

5

Transaction Overview

6

Executive Summary

TransDigm

Inc.

(“TransDigm”

or

the

“Company”)

intends

to

raise

$1,980

million

in

financing

($1,680

million

funded)

to

support

its

acquisition

of

McKechnie

Aerospace

Holdings,

Inc.

(“McKechnie”

or

the

“Target”)

and

refinance

a

portion

of

existing debt. 

The new financing will consist of:

-

$300 million Revolving Credit Facility

-

$900 million Term Loan B

-

$780 million Senior Subordinated Notes

On

September

27

th

,

TransDigm

announced

its

acquisition

of

McKechnie

for

$1,265

million,

approximately

12.9x

6/30/10

LTM

EBITDA

of

$98

million.

-

Proceeds

will

be

used

to

fund

the

acquisition,

pay

associated

fees

and

expenses,

refinance

a

portion

of

existing

debt

and

to

add

cash

to

the

balance

sheet.

TransDigm

(NYSE:

TDG)

is

a

leading

supplier

of

highly

engineered

aircraft

components

for

use

on

nearly

all

commercial

and

military

aircraft

in

service

today.

-

For

the

LTM

period

ended

July

3,

2010,

the

Company

generated

pro

forma

Revenue

and

Pro

forma

EBITDA

As

Defined

of

$855

million

and

$402

million

(47.0%

EBITDA

margin),

respectively.

McKechnie

is

a

leading

supplier

of

innovative

aerospace

products

for

use

primarily

on

commercial

transport

aircraft.

-

For

the

LTM

period

ended

June

30,

2010,

McKechnie

generated

Revenues

and

EBITDA

of

$299

million

and

$98

million

(1)

(32.8%

EBITDA

margin),

respectively.

TransDigm

currently has the following debt outstanding:

-

Existing Term Loan of $780 million (~1.9x LTM 7/3/10 Pro forma EBITDA As Defined)

-

$1,000 million of 7.75% Senior Subordinated Notes (total leverage of ~ 4.4x Pro forma LTM EBITDA As Defined)

The transaction is expected to close in December 2010.

(1)

Before cost synergies of $4 million.

7

Sources & Uses and Pro Forma Capitalization

Sources and Uses (As of July 3, 2010)

($ in millions)

Pro Forma Capitalization (As of July 3, 2010)

($ in millions)

(1)

New $300 million Revolving Credit Facility.

(2)

Includes OID on New Term Loan and New Revolving Credit Facility.

(1)

Replace existing $200 million Revolver with new $300 million Revolving Credit Facility.

(2)

Cash

balance

is

net

of

$70.6

million

consideration

for

Semco

Instruments

acquisition.

(3)

Pro

forma

for

the

Semco

Instruments,

Dukes

Aerospace,

McKechnie

and

other

recent

acquisitions.

(2)

(3)

Sources

Uses

Revolver

(1)

–

McKechnie

Purchase Price

$1,265.0

New Term Loan

900.0

Refinance First Lien Term Loan

280.0

New Senior Sub Notes

780.0

Excess cash to Balance Sheet

84.4

Transaction expenses

(2)

50.7

Total sources

$1,680.0

Total uses

$1,680.0

Actual

Cum. EBITDA

Pro forma

Cum. EBITDA

% of.

7/3/2010

multiple

7/3/2010

multiple

Capitalization

Maturity

Cash

$258.4

$272.1

Revolver

(1)

–

–

–

–

–

November 2015

First Lien Term Loan

780.0

2.0x

500.0

1.0x

15.7%

June 2013

New Term Loan

–

2.0x

900.0

2.8x

28.3%

November 2016

Total senior secured debt

$780.0

2.0x

$1,400.0

2.8x

44.0%

Senior Sub Notes

1,000.0

4.6x

1,000.0

4.8x

31.4%

July 2014

New Senior Sub Notes

–

4.6x

780.0

6.3x

24.5%

November 2018

Total debt

$1,780.0

4.6x

$3,180.0

6.3x

100.0%

Net Debt to EBITDA

3.9x

5.8x

LTM Pro forma EBITDA

$390.0

$504.2

8

TransDigm

& McKechnie

Overview

9

Highly engineered aerospace components

Proprietary and sole source products

Significant aftermarket content

High free cash flow conversion

($ in millions)

DISTINGUISHING

CHARACTERISTICS

BUSINESS 7/3/10

(1)

Business Overview

Pro forma

TransDigm

Standalone

Pro forma

TransDigm with

McKechnie

Revenue

(2)

:

$855

$1,154

EBITDA As Defined

(3)

:

$402

$504

EBITDA As Defined Margin:

47.0%

43.7%

Formed: 

1993

(1)

Revenue and EBITDA information for pro forma TransDigm Standalone is for the LTM period ending 7/3/10 and includes the full year impact of recent completed

acquisitions.  EBITDA in this presentation for pro forma TransDigm standalone refers to EBITDA As Defined which excludes inventory purchase adjustments, non-cash

compensation and deferred compensation charges, acquisition integration costs and one-time IPO related costs.

(2)

Based on TransDigm’s pro forma revenue, including the full year impact of recent completed acquisitions, of $855 million and for Pro forma TransDigm with McKechnie,

McKechnie’s LTM 6/30/10 revenue of $299 million.

(3)

Based on TransDigm's pro forma standalone EBITDA As Defined (including recently completed acquisitions) of $402 million and, for Pro forma TransDigm with McKechnie,

McKechnie's LTM 6/30/10 EBITDA of $98 million and $4 million of projected first year cost savings associated with the McKechnie acquisition.

10

Ignition

Systems

Pumps

Valves

Motors,

Actuators

& Controls

Water

Faucets &

Systems

Quick

Disconnects

& Couplings

Batteries,

Chargers

& Power

Conditioning

Aircraft

Cockpit

Security

Systems

Composites

&

Elastomers

Audio

Systems

Lighting

& Displays

TransDigm –

Diverse Products, Platforms and Markets

11

Latches

Leading market position in

proprietary latches

Produces over 20,000 types of

latches for engine cowlings,

nacelles and thrust reversers, as

well as interior and exterior

access panels, cargo doors and

interior stowage bins

Rods

Leading market position in

custom engineered control rods

Source for high quality, custom

engineered, control, structural

and system rods

Fasteners

First-choice supplier of

specialized engineered

fasteners for aircraft airframe

and engine applications.

Provides

-

Specialty engine fasteners

-

High strength, high

temperature nickel alloy

specialty engine fasteners

-

Airframe bolts

-

Slotted entry bearings

Electromechanical

Brands

Brands

Brands

Brands

Designs and manufactures

various electromechanical

components, including

-

Blowers

-

Motors

-

Actuators

-

Valves

-

Generators

-

Liquid level sensors

-

Smart systems

McKechnie –

Diverse Products, Platforms and Markets

Approximately 80% of revenue

Approximately 20% of revenue

12

McKechnie

–

Deep Relationships with Premier Blue-Chip

Aerospace Customers

Long-standing relationships with all major aerospace players

-

Routinely

selected

to

serve

as

design

partner

for

development

of

new

products,

creating

entrenched positions

-

Balanced portfolio of Airbus and Boeing platforms

-

Well-positioned on new platforms, including Boeing 787 and 747-8 and Airbus A350 and A380

Commercial

Military

Rotorcraft

Regional jet

Business jet

Narrow-body

Fighter aircraft

Light

ERJ 145

G150 - G650

737

F-35 JSF

Bell 407 / 412

ERJ 170

Challenger 300

A320 Family

F/A-18

Bell 206

ERJ 190

Challenger 600

Wide-body

F-15

Eurocopter

CRJ700

Challenger 850

747

F-16

Medium lift

CRJ900

Falcon 7X

767

Hawk

MH / UH-60

CRJ1000

Falcon 900

777

Transport aircraft

Eurocopter

DHC-8-400

Falcon 2000

787

A400M

UH-1Y

ATR42 / 72

Global Express

A330

C-17

S-92

ARJ21

Learjet Family

A340

C-27J

Heavy lift

Phenom 100 / 300

A350

C-130J

V-22 Osprey

A380

CN-295

CH-47 / 53

Eurocopter

Presence on Key Platforms Across All Market Segments

Commercial

Length of Relationship

Over 20 years

Over 40 years

15 years

Over 15 years

Over 15 years

Over 40 years

~25 years

~40 years

30 years

Over 25 years

Selected Customers

Based on Management estimates as of 12/31/09.

13

McKechnie –

Latches Overview

Description

Representative Products

Headquartered in Placentia, CA

Mission is to remain the industry’s first choice in the design and

manufacture of quick access latching systems for aircraft

Utilized for both interior and exterior applications on almost every

commercial platform flying today

Robust and expanding aftermarket business supported by high

level of proprietary products and rapid delivery capability

Provide industry’s most rapid response for prototypes and “first to

market”

concepts

Offers a portfolio of products to operators and MROs that help

reduce stocking and infrastructure requirements, lower costs, as

well as simplify logistics

Latches

Doors

Hinges

Safety

Security

Latch

Selected Platforms

A320

Challenger 850

NH90-TTH

B777

B747-8

B787

V-22

Bell 407

F-35

14

McKechnie –

Rods Overview

Description

Representative Products

Headquartered in Everett, WA

Premier supplier of highly engineered solutions and manufacturer

of structural components, assemblies of close tolerance metal

components and systems, including

-

Rods, struts and tubular components

-

Custom mechanical controls and structural assemblies

Recognized as a fast source for high quality, custom engineered,

control, structural and system rods

Supplies products on almost every commercial aircraft, regional

and business jet, helicopter, military and space program

Used in various applications including securing engines, floor

beams and kitchen galleys, and transferring pilot inputs to control

surfaces

Selected Platforms

Engine Rods

Carbon Fiber

Rods

Tie Rods

Struts

Force Sensor

Rods

Control Rods

End Fittings

B737

A320

B787

A380

EC-135

Gulfstream G550

15

McKechnie –

Electromechanical Overview

Description

Representative Products

Headquartered in Wichita, KS

Efficiently designs and develops custom, high performance rotating

equipment and tools

Premier supplier of custom-engineered AC electrical motors, with

over 100 years serving the industrial, commercial and OEM

markets

Patented motor designs are renowned for their high-reliability and

resistance to harsh environments

Unique position as the only battery dedicated distributor and

servicing company in the world

Utilizes numerous strategic locations worldwide to supply batteries

and spares, battery servicing equipment, battery-shop training and

AOG support

Selected Platforms

Actuators

Blowers

Partial Motors

Motors

AC Induction Motors

Sikorsky UH-60

Blackhawk

Piaggio Avanti

USAF E-4B

C-17

Quest Kodiak RQ

Cessna Citation X

RQ-4B Global

Hawker Beechcraft

King Air

16

McKechnie

–

Fasteners Overview

Description

Representative Products

Headquartered in Sylmar, CA

Offers

a

broad

line

of

engine

fasteners,

airframe

bolts,

slotted

entry

bearings used by both major domestic and international airframe

companies and military aircraft manufacturers

Mission is to be the first-choice supplier of specialized and

engineered fasteners for airframe applications

Recognized for its 100% on-time delivery to commit dates

Renowned for low lead times and low acquisition costs created by

its tailored customer service programs

Strong relationships with more than 100 customers worldwide and

well positioned for growth

Selected Platforms

Airframe fasteners

Engine fasteners

Slotted bearings

Steel bolts and screws,

including stainless

Lockbolts

Titanium bolts and screws

A320

B777

B747-8

B787

CH-47

F-16

B737

C-17

C130J

17

TransDigm & McKechnie –

Major Locations

McKechnie Aerospace

TransDigm

Global Headquarters

18

Key Credit Highlights

19

Key Credit Considerations

MULTIPLE

GROWTH PATHS

PROVEN

OPERATING

STRATEGY

Experienced management team

Demonstrated value generation

Proven acquisition / integration

Market growth

High margins

Acquisitions

Low Capex

Strong free cash flow

ATTRACTIVE

MARKET

POSITION

Niche market positions

High margin aftermarket

Diverse mix

Favorable long-term industry

dynamics

Consistent Cash Generation and Long-Term Performance

20

20

Steady Growth in Passenger Traffic Drives Stable

Aftermarket Sales…

Worldwide Revenue Passenger Miles

(billions of miles)

21

0

200

400

600

800

1,000

1,200

'96

'98

'00

'02

'04

'06

'08

'10E

'12E

0

200

400

600

800

1,000

1,200

1,400

'96

'98

'00

'02

'04

'06

'08

'10E

'12E

Regional Jet

Business Jet

…With OEM Production Rebounding

(units delivered)

(units delivered)

Commercial Transports

Regional & Business Jets

Source:

Wall Street Research / Airline Monitor / Management estimates.

22

$297

$317

$249

$252

$259

$264

$0

$100

$200

$300

$400

'10

'11

'12

'13

'14

'15

Stable Outlook for Military Spending

($ in billions)

$185

$200

$212

$221

$231

$240

$0

$50

$100

$150

$200

$250

$300

'10

'11

'12

'13

'14

'15

O&M Base Budget

O&M Base + Supplemental Budget

Source:

U.S. Department of Defense, Wall Street research and Management estimates.

23

Significant Barriers to Entry

Selection / Qualification Process

FAA Certification

Niche Markets

Risk / Reward Trade-Off

24

Comm

Aftmkt

41%

Def Aftmkt

19%

Comm

OEM

27%

Def OEM

13%

Comm

Aftmkt

36%

Def OEM

9%

Def Aftmkt

4%

Comm

OEM

51%

TransDigm

NET SALES

McKechnie

NET SALES

TransDigm:

Based on Management estimates for the fiscal year ended 9/30/09.

McKechnie:

Based on McKechnie

financials and TransDigm

Management estimates for the fiscal year ended 12/31/09.

TransDigm

and McKechnie

–

Strong Focus on High-Margin Aftermarket

Aftermarket ~60%

OEM ~40%

Aftermarket ~40%

OEM ~60%

New OEM business and strong aftermarket presence give the Pro forma Company

steady revenues from new and existing platforms.

25

OEM

Aftermarket

Comm

Aftmkt

40%

Comm

OEM

33%

Def OEM

12%

Def Aftmkt

15%

Approximately 55% of pro forma net sales and a much higher percentage of

EBITDA As Defined are from the stable, high-margin aftermarket.

Combined Pro Forma NET SALES

Pro Forma EBITDA As Defined

Combined Strong Focus on High-Margin Aftermarket

26

Proprietary and sole source products represent a significant barrier to entry

and

a

stable, recurring revenue stream.

TransDigm

PROPRIETARY SALES

Based on TransDigm Management estimates of pro forma sales for the fiscal year ended 9/30/09 and McKechnie financials for the fiscal year ended 12/31/09.

McKechnie (w/o Fasteners)

PROPRIETARY SALES

Significant Proprietary and Sole Source Revenue Base

Proprietary

95%

Non-

Proprietary

5%

Proprietary

95%

Non-

Proprietary

5%

27

Top 10 Platforms –

Strong Positions on Diverse and Growing Platforms

TransDigm: Two year average based on Management estimates of pro forma sales for the fiscal years ending 9/30/08 and 9/30/09. 

McKechnie: TransDigm

Management estimates of pro forma sales for the fiscal year ending 12/31/09.

B737

C130

B777

A320 Family

B747

CRJ Family

Black Hawk Helicopter

B767

A330/A340

Gulfstream Family

B737

A320 Family

B777

A330/A340

B747

Gulfstream Family

Black Hawk Helicopter

Raytheon BizJet

Family

A380

CRJ Family

McKechnie

TransDigm

28

Proven Operating Strategy

3 VALUE DRIVERS

Profitable new business

Productivity and cost improvement

Value-based pricing

29

1993 –

2001

2002 –

2006

2006 –

2009

Adel

Aeroproducts

Wiggins

Controlex

Marathon

Adams Rite

Aerospace

Christie

Champion

Honeywell

Lube Pump

Fuelcom

Norco

Avionic

Instruments

Skurka

Fluid

Regulators

Eaton Motors

Dukes

Semco

Hartwell

Electromech/

Welco

Tyee

TAC

Linread

Valley-Todeco

2010 –

2011

Sweeney

Electra-

Motion

CDA

InterCorp.

Avtech

ADS/

Transicoil

Bruce

CEF

Unison/GE

APC/GE

Acme

Woodward

HRT

Proven Record of Acquisition & Integration

Privately Held

NYSE

With McKechnie, TransDigm has acquired 34 businesses since 1993,

including 19 since its IPO.

30

Pro Forma

Financial

Overview

31

$48

$52

$57

$63

$78

$111

$131

$151

$201

$249

$293

$301

$374

$435

$593

$714

$762

$1,154

TransDigm

McKechnie

$10

$10

$13

$17

$25

$44

$51

$54

$72

$98

$124

$139

$164

$194

$275

$333

$375

$504

$0

$150

$300

$450

$600

TransDigm

McKechnie

% margin

20%

19%

23%

27%

31%

40%

39%

36%

36%

39%

42%

46%

44%

45%

46%

47%

49%

44%

Consistent Historical Growth and Performance

($ in millions)

($ in millions)

(2)

(3)

Net Sales

EBITDA As Defined and Margin

Source:

Company materials.

(1)

TransDigm’s and McKechnie’s fiscal year ends are September 30 and December 31, respectively. FY10 numbers for TransDigm are for the LTM period ending 07/03/10 and

McKechnie’s are for the LTM period ending 6/30/10.

(2)

Based on TransDigm’s pro forma estimated revenue, including the full year impact of recent completed acquisitions of $855 million and McKechnie’s LTM 6/30/10 revenue of

$299 million.

(3)

Based on TransDigm’s estimated Pro forma EBITDA As Defined of $402 million, adjusted for the full year impact of recent completed acquisitions, McKechnie's LTM 6/30/10

EBITDA of $94 million and $4 million of projected cost savings associated with the acquisition.

32

Proven Performance

0%

10%

20%

30%

40%

50%

60%

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

EBITDA As Defined Margin

Source:

Company materials.

33

Adams Rite

Duke’s Aerospace

Proven Ability to Realize Value

TransDigm

has

been

very

successful

in

realizing

EBITDA

growth

in

each

of

its

acquisitions.

Norco

2009

Price

Productivity

Volume

Target

Year 0

Price

Productivity

Volume

Year 6

Year 0

Price

Productivity

Volume

Year 2

Source:

Company materials.

34

TransDigm

& McKechnie

–

Combined as of LTM 7/3/2010

Combined financial metrics continue to be very attractive.

($ in millions)

Pro Forma Revenue

Pro Forma EBITDA

Pro Forma EBITDA Margin

TransDigm

74%

McKechnie

26%

McKechnie

20%

TransDigm

80%

$855

TransDigm

$402

$299

McKechnie

$102

$1,154

Combined

$504

34.1%

43.7%

47.0%

TransDigm

McKechnie

Combined

TransDigm

McKechnie

Combined

Source:

Company materials.

(1)

(2)

(1)

Based on TransDigm’s 7/3/10 pro forma revenue, including the full year impact of recent completed acquisitions, of $855 million and McKechnie’s LTM 6/30/10 revenue of

$299 million.

(2)

Based on TransDigm’s LTM 7/3/10 Pro forma EBITDA As Defined of $402 million, adjusted for the full year impact of recent completed acquisitions, McKechnie's LTM

6/30/10 EBITDA of $98 million, including $4 million of projected first year cost savings associated with the acquisition. 

35

Pro Forma Financial Highlights

LTM Period Ended July 3, 2010

TransDigm Pro forma

McKechnie

Pro forma Combined

Sales

$855

$299

$1,154

Gross Profit Percentage

54.2%

36.8%

51.9%

Income From Operations

$348

$61

$409

Operating Margin

40.7%

20.4%

35.4%

EBlTDA As Defined

(1)

$402

$102

$504

EBITDA As Defined Margin

47.0%

34.1%

43.7%

Balance Sheet

Total Assets

$2,628

$1,095

$4,209

Total Debt

$1,780

$458

$3,180

($ in millions)

(1)

EBITDA As Defined is a non-GAAP financial measure presented here as supplemental disclosures to net income and reported results. For a presentation of the

most directly comparable GAAP measure and a reconciliation of EBITDA As Defined, please see Pg. 43 and Pg. 46.

(2)

Includes $4 million of projected first year cost savings associated with the acquisition.

(2)

Source:

Company materials.

36

($ in millions)

Free Cash Flow

The Pro forma Company is expected to generate significant free cash flow.

Source:

Company materials.

LTM  7/3/10

Pro  forma Combined

EBITDA

$504.2

Capital Expenditures

(19.5)

Cash Interest Expense

(204.2)

Cash Taxes

(56.5)

Free Cash Flow Before WC

$224.0

% of EBITDA

44.4%

37

TransDigm Financial

Overview

38

Consistent Track Record of Financial Success

TransDigm’s sales have grown every year since its founding.

($ in millions)

$48

$52

$57

$63

$78

$111

$131

$151

$201

$249

$301

$374

$435

$714

$762

$593

$802

$293

$0

$300

$600

$900

FY93

FY94

FY95

FY96

FY97

FY98

FY99

FY00

FY01

FY02

FY03

FY04

FY05

FY06

FY07

FY08

FY09

LTM

7/3/10

EBITDA

margin

20%

19%

23%

27%

31%

39%

39%

36%

36%

39%

42%

46%

44%

45%

46%

47%

49%

49%

Source:

Company materials.

39

Industry-Leading Financial Performance

TransDigm’s EBITDA and net income margins are at the top of the

aerospace sector.

7.1%

48.6%

19.3%

16.7%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

EBITDA %

Net Income %

Industry Peers

TransDigm

Source:

Factset and Company financials.

Note:

TransDigm margins as of LTM 7/3/10. Industry Peers average margins as of LTM 6/30/10.

Industry Peers include: AAR, B/E Aerospace, Barnes Group, Curtiss-Wright, Ducommun, Esterline, Goodrich, Heico, Hexcel, Meggitt, Moog, Precision Castparts, Rockwell Collins, Spirit

AeroSystems, Triumph Group, and Woodward Governor.

40

TransDigm Financial Highlights

($ in millions)

Source:

Company materials.

Fiscal Year Ended September 30,

LTM

CAGR

2005

2006

2007

2008

2009

7/3/2010

2005-2009

Income statement information:

Net sales

$374.3

$435.2

$592.8

$713.7

$761.5

$801.9

19.4%

Gross profit

$184.3

$221.3

$309.0

$385.9

$429.3

$449.1

23.5%

% Sales

49.2%

50.9%

52.1%

54.1%

56.4%

56.0%

Selling and administrative expenses

38.9

48.3

62.9

74.6

80.0

91.5

Amortization of intangibles

7.8

6.2

12.3

12.0

13.9

15.3

Refinancing costs

–

48.6

–

–

–

–

Income from operations

$137.6

$118.2

$233.8

$299.3

$335.4

$342.4

24.9%

% Sales

36.8%

27.2%

39.4%

41.9%

44.0%

42.7%

Net interest expense

80.3

76.8

91.7

92.7

84.4

$104.7

Income before income taxes

$57.3

$41.4

$142.1

$206.6

$251.0

$237.6

Income tax provision

22.6

16.3

53.5

73.5

88.1

83.2

Net income

$34.7

$25.1

$88.6

$133.1

$162.9

$154.4

47.2%

% Sales

9.3%

5.8%

14.9%

18.6%

21.4%

19.3%

Other financial information:

EBITDA As Defined

$164.2

$194.4

$274.7

$333.1

$374.7

$390.0

22.9%

As % of sales

43.9%

44.7%

46.3%

46.7%

49.2%

48.6%

Capital expenditures

8.0

8.4

10.3

10.9

13.2

13.9

EBITDA As Defined - CapEx

156.2

186.0

264.4

322.2

361.5

376.1

23.3%

As % of sales

41.7%

42.7%

44.6%

45.1%

47.5%

46.9%

Balance sheet information:

Total assets

$1,427.7

$1,416.7

$2,061.1

$2,255.8

$2,454.4

$2,616.0

Total debt

889.8

925.0

1,357.9

1,357.2

1,356.8

1,780.0

41

Fiscal Year Ending September 30,

LTM

2005

2006

2007

2008

2009

7/3/2010

EBITDA

$164.2

$194.4

$274.7

$333.1

$374.7

$390.0

CapEx

(8.0)

(8.4)

(10.3)

(10.9)

(13.2)

(13.9)

Cash Interest Expense

(46.0)

(74.9)

(90.7)

(95.1)

(82.2)

(81.1)

Cash Taxes

(19.2)

(8.3)

(18.6)

(39.9)

(75.3)

(59.7)

Free Cash Flow Before WC

$91.0

$102.8

$155.1

$187.2

$204.0

$235.3

% of EBITDA

55.4%

52.9%

56.5%

56.2%

54.4%

60.3%

($ in millions)

TransDigm Free Cash Flow

TransDigm standalone generates significant free cash flow.

Source:

Company materials.

42

TransDigm Deleveraging Profile (Total Debt / EBITDA)

Source:

Company materials.

(1)

Change of ownership to Warburg Pincus on 7/23/03.

(2)

LTM leverage at recapitalization.

(3)

Recapitalization October 2009.

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

FY2000

FY2001

FY2002

07/03

FY2003

FY2004

FY2005

4/06

FY2006

FY2007

FY2008

FY2009

10/09

LTM

7/3/10

(1)

(3)

(2)

43

TransDigm

EBITDA As Defined Reconciliation

($ in millions)

Source: Company materials.

(1)

Represents purchase accounting adjustments to inventory associated with the acquisitions of various 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 the expenses recognized by the Company under their stock option plans and their deferred compensation plans. The amount reflected above for the fiscal year ended September 30, 2006

includes (i) a reversal of previously recorded amounts charged to expense of $3.8 million resulting from the termination of two of their deferred compensation plans during such period and (ii) expense

recognized by us under a new deferred compensation plan adopted by us during such period.

(4)

Represents the aggregate amount of one-time special bonuses paid on November 10, 2005 to members of management. On November 10, 2005, the Company entered into an amendment to their

former senior secured credit facility pursuant to which the lenders thereunder agreed to exclude these one-time special bonus payments from the calculation of EBITDA As Defined.

(5)

Represents the amount recognized for an earnout payment pursuant to the terms of the retention agreement entered into in connection with the acquisition of substantially all of the assets of Skurka

Engineering Company in December 2004. Pursuant to the November 10, 2005 amendment to the Company’s former senior secured credit facility described above, the lenders thereunder agreed to

exclude earnout payments and deferred purchase price payments made in connection with certain permitted acquisitions from the calculation of EBITDA As Defined.

(6)

Represents costs incurred in connection with the refinancing in June 2006, including the premium paid to redeem the Company’s 8 3/8% senior subordinated notes of $25.6 million, the write off of debt

issue costs of $22.9 million, and other expenses of $0.1 million.

(7)

Represents costs and expenses incurred by TD Group related to the initial public offering in March 2006 or the secondary offering in May 2007.

Fiscal year ended September 30,

LTM

2005

2006

2007

2008

2009

7/3/2010

Net income

$34.7

$25.1

$88.6

$133.1

$162.9

$154.4

Add:

Depreciation and amortization

17.0

16.1

24.0

25.3

27.5

29.7

Interest expense, net

80.3

76.8

91.7

92.7

84.4

104.7

Provision for income taxes

22.6

16.3

53.4

73.5

88.1

83.2

Inv. purchase accounting adjustments

(1)

1.5

0.2

6.4

1.9

2.3

5.6

Acquisition integration costs

(2)

1.3

1.0

2.0

0.4

3.4

4.3

Non-cash comp and deferred comp costs

(3)

6.7

1.0

5.5

6.2

6.1

6.6

Acquisition transaction related expenses

–

–

–

–

–

1.5

One-time special payments

(4)

–

6.2

–

–

–

–

Acquisition earnout

costs

(5)

0.1

0.5

0.8

–

–

–

Refinancing costs

(6)

–

48.6

–

–

–

–

Public offering costs

(7)

–

2.6

1.8

–

–

–

Writedown

of certain property for sale

–

–

0.5

–

–

–

EBITDA As Defined

$164.2

$194.4

$274.7

$333.1

$374.7

$390.0

44

McKechnie

Financial

Overview

45

McKechnie Financial Highlights

($ in millions)

Source:

McKechnie financials and Company estimates.

Fiscal Year Ended December 31,

LTM

CAGR

2007

2008

2009

06/30/10

2007-2009

Income statement information:

Net sales

$332.2

$354.2

$317.4

$298.8

(2.3%)

Cost of sales

283.8

228.7

194.4

180.8

Gross profit

$48.4

$125.6

$123.0

$118.0

NM

% sales

14.6%

35.5%

38.7%

39.5%

Selling and administrative expenses

45.4

50.4

47.4

43.2

Operating income

3.0

75.2

75.6

74.8

Other income

–

6.4

–

–

Net interest expense

(53.3)

(70.9)

(24.9)

(39.0)

Foreign exchange (loss) gain

3.0

12.6

(2.7)

(1.0)

Income before income taxes

($47.3)

$23.4

$48.0

$34.7

NM

% sales

(14.2%)

6.6%

15.1%

11.6%

Income tax provision

(17.3)

4.0

12.3

8.9

(Loss) income from discontinued operations

0.3

(0.8)

–

–

Net income

($29.6)

$18.7

$35.6

$25.8

NM

% sales

(8.9%)

5.3%

11.2%

8.6%

Other financial information:

EBITDA

$83.0

$98.0

$99.0

$97.9

9.2%

As % of Sales

25.0%

27.7%

31.2%

32.8%

Capital expenditures

8.7

5.2

4.9

5.2

EBITDA - CapEx

74.3

92.8

94.1

92.7

As % of Sales

22.4%

26.2%

29.7%

31.0%

Balance sheet information:

Total assets

$1,094.5

$1,084.9

$1,086.6

$1,094.8

Total debt

505.6

478.3

477.1

457.6

46

McKechnie EBITDA Reconciliation

($ in millions)

Source:

McKechnie financials and Company estimates.

Fiscal Year Ended December 31,

LTM

2007

2008

2009

6/30/2010

Net Income (loss)

($29.6)

$18.7

$35.6

$25.8

Add:

Loss (income) from discontinued operations

(0.3)

0.8

–

–

Interest expense, net

53.3

70.9

24.9

39.0

Provision for income taxes (benefit)

(17.3)

4.0

12.3

8.9

Less:

Foreign exchange gain (loss)

3.0

12.6

(2.7)

(1.0)

Other income

–

6.4

–

–

Operating Profit/(Loss)

$3.0

$75.2

$75.6

$74.8

Add:

Depreciation and amortization

35.2

18.3

18.2

18.5

Inv. Purchase accounting adjustments

(2)

39.8

–

–

–

Aquistion integration costs

(3)

2.9

–

–

–

Management Service Fee

(4)

1.8

3.0

3.1

2.9

Non-cash comp

(5)

0.3

1.7

1.8

1.7

First year cost synergies

4.4

EBITDA

$83.0

$98.2

$98.6

$102.3

(1)

Includes $27K of Amortized Intangible Assets

(2)

Represents purchase accounting adjustments to inventory associated with the acquisition of McKechnie from Melrose PLC.

(3)

Represents costs incurred to integrate McKechnie.

(4)

Represents the expenses recognized by McKechnie under the agreement with JLL Partners.

(5)

Represents the expenses recognized by McKechnie under their stock option plan.

(1)

47

Syndication Overview &

Timetable

48

October 2010

November 2010

Su

Mo

Tu

We

Th

Fr

Sa

Su

Mo

Tu

We

Th

Fr

Sa

1

2

1

2

3

4

5

6

3

4

5

6

7

8

9

7

8

9

10

11

12

13

10

11

12

13

14

15

16

14

15

16

17

18

19

20

17

18

19

20

21

22

23

21

22

23

24

25

26

27

24

25

26

27

28

29

30

28

29

30

31

Key date

Holiday

Preliminary Transaction Timeline

49

Summary Terms

Borrower:

TransDigm Inc. (the "Company" or the "Borrower", and together with all subsidiaries, the "Credit Group")

Arrangers:

Credit Suisse and UBS (collectively the “Arrangers” and each an “Arranger”)

Administrative agent:

Credit Suisse (the “Administrative Agent”)

Facilities:

$300 million Revolving Facility (the “Revolver”)

(1)

and $900 million Term Loan (the "Term Loan")

Ratings:

S&P (B+ (Corporate) and BB- (Facility)) and Moody’s (B1 (Corporate) and Ba2 (Facility))

Maturities:

2015 (Revolver) and 2016 (Term loan); springing maturity of April 2014 if existing 7.75% Senior Subordinated

Notes not refinanced

Interest rate:

L + 375-400 on Revolver and Term Loan

Upfront fee / issue price:

1.0 point on Revolver and 99 on Term Loan

Unused commitment fee :

50 bps (on Revolver); subject to one leveraged based step-down to 37.5 bps

LIBOR floor:

1.5%

Incremental facility:

$500 million subject to pro forma senior secured leverage of 4.0x and 50 bps of MFN

Term loan amortization:

1% per annum with bullet in final year of maturity

Security and guarantees:

All of the obligations of the Borrower under the Senior Secured Credit Facilities will be unconditionally guaranteed

by TransDigm Group Inc. (the “Parent Company”), the Company and by each existing and subsequently acquired

or organized material domestic subsidiary of the Company, subject to limited exceptions (the “Subsidiary

Guarantors”).  The Senior Secured Credit Facilities will be secured by a first priority perfected lien on substantially

all of the property and assets (tangible and intangible) of the Parent Company, the Borrower and the Subsidiary

Guarantors, including a pledge of 100% of the capital stock of the Borrower and each domestic subsidiary of the

Parent Company and the Borrower, and 65% of the stock of each 1st tier material non-U.S. subsidiary of the

Parent Company, the Borrower and each Subsidiary Guarantor.

Mandatory prepayments:

50% excess cash flow (subject to leveraged based step-downs); 100% net proceeds of asset sales and insurance

and condemnation events; and 100% from the issuance of debt

Affirmative covenants:

Substantially the same as existing facilities

Negative covenants:

Usual for facilities of this type, including limitations on indebtedness, liens, guarantees, mergers and acquisitions

(subject to leverage condition TBD), asset sales, restricted payments, transactions with affiliates, and investments

Financial covenants:

(i)

Maximum total leverage ratio

(ii)

Minimum interest coverage ratio

(1)

Up to $125 million will be available in a Letter of Credit Sub Facility.

50

Public Q&A