Vac Industries S4 Registration of securities issued in business combination transactions

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As filed with the Securities and Exchange Commission on February 5, 2004

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

Vought Aircraft Industries, Inc.	Delaware	336413	75-2884072
VAC Industries, Inc.	Delaware	336413	52-1784782
Vought Commercial Aircraft Company	Delaware	336413	95-4568095
Contour Aerospace Corporation	Delaware	336413	20-0450975
(Exact names of registrants as specified in their charters)	(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

9314 West Jefferson Boulevard M/S 2-01
Dallas, Texas 75211
(972) 946-2011
(Address, including zip code, and telephone number, including area code,
of each of the registrants' principal executive offices)

Bruce White, Vice President & General Counsel
Vought Aircraft Industries, Inc.
9314 West Jefferson Boulevard M/S 2-01
Dallas, Texas 75211
(972) 946-2011
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Gregory A. Ezring, Esq.
Latham & Watkins LLP
885 Third Avenue, Suite 1000
New York, New York 10022
(212) 906-1200

Approximate date of commencement of proposed exchange offer: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Note(1)	Proposed Maximum Aggregate Offering Price(1)	Amount Of Registration Fee


8% Senior Notes due 2011 of Vought Aircraft Industries, Inc	$270,000,000	100%	$270,000,000	$34,209

Guarantees of the 8% Senior Notes due 2011 of the Additional Registrants	$270,000,000	N/A	N/A	(2)

(1): Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act.
(2): No additional registration fee is due for guarantees pursuant to Rule 457(n) under the Securities Act.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated February 5, 2004.

PROSPECTUS

Vought Aircraft Industries, Inc.

Offer to Exchange

$270,000,000 principal amount of their 8% Series B Senior Notes due 2011,
which have been registered under the Securities Act,
for any and all of its outstanding 8% Series A Senior Notes due 2011

We are offering to exchange our currently outstanding 8% Series A Senior Notes due 2011, which we refer to as the outstanding notes, for our registered 8% Series B Senior Notes due 2011, which we refer to as the exchange notes. We refer to both the outstanding notes and the exchange notes as the notes. The exchange notes are substantially identical to the outstanding notes, except that the exchange notes have been registered under the federal securities laws, and therefore will not bear any legend restricting their transfer, and the holders of exchange notes will not be entitled to most of the rights under the registration rights agreement, including the provisions for additional interest. The exchange notes will represent the same debt as the outstanding notes, and we will issue the exchange notes under the same indenture.

The exchange notes will bear interest from the most recent interest payment date for which interest has been paid on the outstanding notes. We will pay interest on the notes on January 15 and July 15 of each year, and the first interest payment on the exchange notes will be made on July 15, 2004. The notes will mature on July 15, 2011. We may redeem all or part of the notes prior to July 15, 2007, by paying a make-whole premium. Thereafter, we may redeem all or part of the notes at the redemption prices set forth herein. Additionally, prior to July 15, 2006, we may redeem up to 35% of the notes from the proceeds of equity offerings.

The exchange notes will be our senior unsecured obligations and will be guaranteed by each of our existing and future domestic subsidiaries. The exchange notes and guarantees will rank equally in right of payment with any of our and such guarantors' existing and future senior unsecured indebtedness and will rank senior in right of payment to all of our and such guarantors' existing and future unsecured subordinated indebtedness. The exchange notes and the guarantees will be effectively subordinated to all of our and the guarantors' secured indebtedness to the extent of the value of the assets securing such indebtedness.

The principal features of the exchange offer are as follows:

•: The exchange offer expires at 12:00 midnight, New York City time, on , 2004, unless extended.
•: We will exchange all outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer.
•: You may withdraw tendered outstanding notes at any time prior to the expiration of the exchange offer.
•: The exchange of outstanding notes for exchange notes pursuant to the exchange offer will be made in multiples of $1,000.
•: The exchange of outstanding notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes.
•: We will not receive any proceeds from the exchange offer.
•: We do not intend to apply for listing of the exchange notes on any securities exchange or automated quotation system.

Broker-dealers receiving exchange notes in exchange for outstanding notes acquired for their own account through market-making or other trading activities must deliver a prospectus in any resale of the exchange notes.

Investing in the exchange notes involves risks. See "Risk Factors" beginning on page 16.

Neither the U.S. Securities and Exchange Commission nor any other federal or state agency has approved or disapproved of these securities to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is , 2004.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal delivered with this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the completion of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus as if we had authorized it. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

Table of Contents

		Page
Prospectus Summary		1
Risk Factors		16
Forward-Looking Statements		28
The Exchange Offer		29
Use of Proceeds		38
Capitalization		39
Unaudited Pro Forma Condensed Combined Financial Data		40
Selected Historical Financial Data		45
Management's Discussion and Analysis of Financial Condition and Results of Operations		48
Business		74
Management		91
Security Ownership of Certain Beneficial Owners and Management		101
Certain Relationships and Related Party Transactions		103
Description of Our Amended Senior Secured Credit Facilities		104
Description of the Exchange Notes		106
Book Entry; Delivery and Form		147
Material Federal Income Tax Consequences		149
Plan of Distribution		150
Legal Matters		150
Experts		150
Where You Can Find More Information		151
Index to Consolidated Financial Statements		F-1

Industry and market data used throughout this prospectus were obtained through company research, surveys and studies conducted by third parties and industry and general publications. We have not independently verified market and industry data from third-party sources. While we believe this

information is reliable and market definitions are appropriate, neither this research, surveys and studies nor these definitions have been verified by any independent sources.

Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

PROSPECTUS SUMMARY

This summary highlights important information about this offering and our business. It does not contain all of the information that may be important to you. This prospectus includes specific terms of the exchange offer, as well as information regarding our business and detailed financial data. You should read this entire prospectus and should consider, among other things, the matters set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our combined financial statements and related notes thereto appearing elsewhere in this prospectus. In this prospectus:

•: "Vought," "we," "our" or "us" refers to Vought Aircraft Industries, Inc. together with its consolidated subsidiaries and its legacy companies;
•: "Aerostructures" refers to the historical operations of The Aerostructures Corporation prior to July 2, 2003, the date that Vought acquired Aerostructures;
•: "outstanding notes" refers collectively to the 8% Series A Senior Notes due 2011 that were issued on July 2, 2003;
•: "exchange notes" refers collectively to the 8% Series B Senior Notes due 2011 offered pursuant to this prospectus; and
•: "notes" refers collectively to the outstanding notes and the exchange notes.

The Exchange Offer

The following is a brief summary of terms of the exchange offer. For a more complete description of the exchange offer, see "The Exchange Offer."

Securities Offered	$270.0 million in aggregate principal amount of 8% Series B Senior Notes due 2011.
Exchange Offer	The exchange notes are being offered in exchange for a like principal amount of outstanding notes. We will accept any and all outstanding notes validly tendered and not withdrawn prior to 12:00 midnight, New York City time, on , 2004. Holders may tender some or all of their outstanding notes pursuant to the exchange offer. However, outstanding notes may be tendered only in integral multiples of $1,000 in principal amount. The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:
	•	the exchange notes have been registered under the federal securities laws and will not bear any legend restricting their transfer;
	•	the exchange notes bear a series B designation and a different CUSIP number than the outstanding notes; and
	•	the holders of the exchange notes will not be entitled to most of the rights under the registration rights agreement, including the provisions for an increase in the interest rate on the outstanding notes in some circumstances relating to the timing of the exchange offer.
	See "The Exchange Offer."

Expiration Date	The exchange offer will expire at 12:00 midnight, New York City time, on , 2004, unless we decide to extend the exchange offer.
Conditions to the Exchange Offer	The exchange offer is subject to customary conditions, some of which may be waived by us. See "The Exchange Offer—Conditions to the Exchange Offer."
Procedures for Tendering Outstanding Notes	If you wish to accept the exchange offer, you must complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, in accordance with the instructions contained in this prospectus and in the letter of transmittal. You should then mail or otherwise deliver the letter of transmittal, or facsimile, together with the outstanding notes to be exchanged and any other required documentation, to the exchange agent at the address set forth in this prospectus and in the letter of transmittal.
	By executing the letter of transmittal, you will represent to us that, among other things:
	•	any exchange notes to be received by you will be acquired in the ordinary course of business;
	•	you have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act;
	•	you are not an "affiliate" (within the meaning of Rule 405 under Securities Act) of Vought; and
	•	if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities, then you will deliver a prospectus in connection with any resale of such exchange notes.
	See "The Exchange Offer—Procedures for Tendering Outstanding Notes" and "Plan of Distribution."
Effect of Not Tendering	Any outstanding notes that are not tendered or that are tendered but not accepted will remain subject to the restrictions on transfer. Since the outstanding notes have not been registered under the federal securities laws, they bear a legend restricting their transfer absent registration or the availability of a specific exemption from registration. Upon the completion of the exchange offer, we will have no further obligations, except under limited circumstances, to provide for registration of the outstanding notes under the federal securities laws. See "The Exchange Offer—Effect of Not Tendering."

Interest on the Exchange Notes and the Outstanding Notes		The exchange notes will bear interest from the most recent interest payment date to which interest has been paid on the notes or, if no interest has been paid, from July 2, 2003. Interest on the outstanding notes accepted for exchange will cease to accrue upon the issuance of the exchange notes.
Withdrawal Rights		Tenders of outstanding notes may be withdrawn at any time prior to 12:00 midnight, New York City time, on the expiration date.
Federal Tax Consequences		There will be no federal income tax consequences to you if you exchange your outstanding notes for exchange notes in the exchange offer. See "Material Federal Income Tax Consequences."
Use of Proceeds		We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer.
Exchange Agent		Wells Fargo Bank Minnesota, National Association, the trustee under the indenture, is serving as exchange agent in connection with the exchange offer.

Terms of the Exchange Notes

The following is a brief summary of the terms of the exchange notes. The financial terms and covenants of the exchange notes are the same as the outstanding notes. For a more complete description of the terms of the exchange notes, see "Description of the Exchange Notes."

Issuer	Vought Aircraft Industries, Inc., a Delaware Corporation.
Securities	$270.0 million in aggregate principal amount of 8% Series B Senior Notes due 2011.
Maturity	July 15, 2011.
Interest Payment Dates	January 15 and July 15 of each year, commencing on July 15, 2004.
Guarantees	The notes will be fully and unconditionally guaranteed on a senior unsecured basis by all of our existing and future domestic subsidiaries. As of September 28, 2003, all of our Subsidiaries were domestic Subsidiaries.
Ranking	The exchange notes will be senior unsecured obligations of Vought Aircraft Industries, Inc. Accordingly, they will rank:
	•	pari passu in right of payment to all of our existing and future senior unsecured indebtedness; and
	•	senior in right of payment to all of our existing and future unsecured indebtedness that expressly provides for its subordination to the notes.
	The exchange notes will be effectively subordinated in right of payment to any secured indebtedness of ours to the extent of the value of the assets serving as security for such secured indebtedness.
Subsidiary Guarantees and Ranking	The subsidiary guarantee of each subsidiary guarantor will be such subsidiary guarantor's senior unsecured obligations. Accordingly, they will rank:
	•	pari passu in right of payment to all such subsidiary guarantor's existing and future senior unsecured indebtedness; and
	•	senior in right of payment to all of such subsidiary guarantor's existing and future unsecured indebtedness that expressly provides for its subordination to such subsidiary's guarantee.
	The subsidiary guarantees will be effectively subordinated in right of payment to any secured indebtedness of our subsidiaries to the extent of the value of the assets serving as security for such secured indebtedness.
Indebtedness	As of September 28, 2003, we and our subsidiaries had approximately $570.2 million principal amount of outstanding indebtedness on a consolidated basis, of which approximately $300.2 million was secured, and an additional $150.0 million was available for borrowing on a secured basis under our amended senior secured credit facilities, reduced by outstanding letters of credit which totaled $48.5 million.

Optional Redemption	At any time before July 15, 2006, we may redeem up to 35% of the exchange notes with net cash proceeds of equity offerings, as long as at least 65% of the aggregate principal amount of the exchange notes remains outstanding after the redemption.
	At any time prior to July 15, 2007, we may redeem some or all of the exchange notes at a redemption price equal to the principal amount of exchange notes redeemed plus the applicable premium (as defined) plus accrued and unpaid interest to the date of redemption.
	At any time on or after July 15, 2007, we may redeem some or all of the exchange notes at the redemption prices set forth under "Description of the Exchange Notes—Optional Redemption," plus accrued and unpaid interest to the date of redemption. See "Description of the Exchange Notes—Optional Redemption."
Offer to Purchase	If we sell significant assets or experience specific kinds of changes in control, we must offer to purchase the exchange notes at the prices set forth under "Description of the Exchange Notes—Repurchase at the Option of Holders," plus accrued and unpaid interest to the date of purchase.
Certain Covenants	We will issue the exchange notes under an indenture among us, the subsidiary guarantors and the trustee. The indenture (among other things) will limit our and our restricted subsidiaries' ability to:
	•	incur or guarantee additional indebtedness and issue preferred stock;
	•	pay dividends or make other distributions;
	•	make investments;
	•	create liens;
	•	place restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions;
	•	sell assets;
	•	engage in mergers or consolidations with other entities;
	•	engage in transactions with affiliates; and
	•	engage in sale and leaseback transactions.
	Each of these covenants is subject to a number of important exceptions and qualifications. See "Description of the Exchange Notes—Certain Covenants."
Absence of Established Market for Exchange Notes	The exchange notes will be new securities for which there is currently no market. Although the initial purchasers of the outstanding notes have informed us that they intend to make a market in the exchange notes, they are not obligated to do so, and they may discontinue market-making at any time without notice. Accordingly, we cannot assure you that a liquid market for the exchange notes will develop or be maintained. See "Plan & Distributions."

The Offering of the Outstanding Notes

On July 2, 2003, we completed an offering of $270 million in aggregate principal amount of 8% Senior Notes due 2011, which was exempt from registration under the Securities Act.

Outstanding Notes	We sold the outstanding notes to Lehman Brothers Inc., Goldman Sachs & Co. and Credit Suisse First Boston LLC, the initial purchasers, on July 2, 2003. The initial purchasers subsequently resold the outstanding notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.
Registration Rights Agreements	In connection with the sale of the outstanding notes, we and the subsidiary guarantors entered into a registration rights agreement with the initial purchasers. Under the terms of the agreement, we each agreed to:
	•	file a registration statement within 300 days after the issue date of the notes, enabling holders to exchange the notes for publicly registered exchange notes with substantially identical terms;
	•	use all commercially reasonable efforts to cause the registration statement to become effective within 365 days after the issue date of the notes;
	•	use all commercially reasonable efforts to consummate the exchange offer within 30 business days of the effective date of the registration statement; and
	•	file a shelf registration statement for the resale of notes if we cannot effect an exchange offer within the time period listed above and in other limited circumstances.
	If we do not comply with these registration obligations, we will be required to pay liquidated damages to holders of the notes under circumstances described herein. Liquidated damages would accrue in an amount equal to an additional 1% per annum until all such defaults have been cured. The Exchange Offer is being made pursuant to the registration rights agreement and is intended to satisfy the rights granted under the registration right agreement, which rights substantially terminate upon completion of the exchange offer.

Risk Factors

See "Risk Factors" for a discussion of factors you should carefully consider before deciding to invest in the exchange notes.

Additional Information

We were incorporated in Delaware on May 26, 2000. Our principal executive offices are located at 9314 West Jefferson Boulevard M/S 2-01, Dallas, TX 75211. Our telephone number is (972) 946-2011.

Company Overview

Background Information

On July 2, 2003, Vought acquired Aerostructures pursuant to an Agreement and Plan of Merger, dated as of May 12, 2003, with TA Acquisition Holdings, Inc. (referred to herein as "Holdings") pursuant to which Holdings merged with and into Vought and Vought thereby acquired Holdings' wholly-owned subsidiary, Aerostructures. In this prospectus, we refer to the merger of Holdings with and into Vought as the "Aerostructures Acquisition." In exchange for 100% of the outstanding common and preferred stock of Holdings, Vought (as the surviving entity) issued common stock to Holdings' shareholders that represented 27.5% of the fully-diluted equity of the combined company; paid $44.9 million in cash to Aerostructures, which Aerostructures used to settle certain obligations pursuant to the Agreement and Plan of Merger; and retired $135.2 million of Aerostructures' debt. Aerostructures operated as a wholly-owned subsidiary of Vought from the date of the Aerostructures Acquisition until it merged with and into Vought on January 1, 2004.

The historical information of Vought, including the historical financial data, included in this prospectus for periods prior to July 2, 2003 is that of Vought Aircraft Industries, Inc. together with its subsidiaries but does not include historical information of Aerostructures. From July 2, 2003 until January 1, 2004, Vought and Aerostructures operated as a consolidated company. The Aerostructures Acquisition, the issuance of the outstanding notes and the amendment to our senior credit facilities (as described herein) are collectively referred to in this prospectus as the "Transactions." The Transactions were all completed simultaneously. The pro forma statement of operations provided herein gives effect to the Transactions on the basis set forth under the caption "Unaudited Pro Forma Condensed Consolidated Financial Data."

Business

We are the largest independent manufacturer in North America, and one of the largest independent providers in the world, of aerostructures for commercial, military and business jet aircraft. We develop and manufacture fuselages, wings and wing assemblies, empennages (which are tail assemblies comprised of horizontal and vertical stabilizers, elevators and rudders), aircraft doors, nacelle components (which are the structures around engines) and control surfaces (such as rudders, spoilers, ailerons and flaps). These aerostructures are subsequently integrated by our customers into a wide range of commercial, military and business jet aircraft manufactured by the world's leading aerospace companies. We also provide our customers with testing, logistics and engineering support services. Our customers are the leading prime manufacturers of commercial, military and business jet aircraft, including Airbus S.A.S. ("Airbus"), Bell Helicopter Textron, Inc. ("Bell Helicopter"), The Boeing Company ("Boeing"), Embraer Empresa Brasileira de Aeronautica S.A. ("Embraer"), Gulfstream Aerospace Corp., a General Dynamics Company ("Gulfstream"), Lockheed Martin Corporation ("Lockheed Martin") and Northrop Grumman Corporation ("Northrop Grumman"), among others, and the U.S. Air Force ("Air Force"). For the year ended December 31, 2002 and the nine months ended September 28, 2003, we generated pro forma net sales of $1,499.3 million and $991.7 million, respectively.

We are the sole-source provider of various aerostructures for a diversified group of commercial, military and business jet aircraft programs for which we provide our products and services through

long-term contracts. The following table summarizes the major programs that we currently have under long-term contract:

Commercial	Military	Business Jet
Airbus A319/320(1)	Bell/Boeing V-22 Osprey	Cessna Citation X
Airbus A330/340	Boeing C-17 Globemaster III	Gulfstream IV
Airbus A340-500/600	Boeing F/A-18 E/F Super Hornet	Gulfstream V
Boeing 737	Boeing KC-767 Tanker(3)	Raytheon Hawker 800
Boeing 747	Lockheed Martin C-5 Galaxy
Boeing 757(2)	Lockheed Martin C-130J Hercules
Boeing 767	Lockheed Martin F-22 Raptor
Boeing 777	Lockheed Martin F-35 Joint Strike Fighter
Embraer ERJ 170/175(4)	Lockheed Martin P-3 Orion
Embraer ERJ 190/195(4)	Northrop Grumman E-2C Hawkeye
	Northrop Grumman E-8C Joint STARS
	Northrop Grumman EA-6B Prowler
	Northrop Grumman F-14 Tomcat
	Northrop Grumman Global Hawk
	Northrop Grumman T-38 Talon

(1): Not sole-source.
(2): Final aircraft under 757 program scheduled to be produced in late 2004.
(3): The KC-767 Tanker program is currently under review by the Department of Defense.
(4): Vought and Embraer have not completed negotiation of a program level agreement. Vought is currently performing under instructions to proceed and purchase orders issued by Embraer in anticipation of reaching mutually acceptable terms and conditions.

As an independent aerostructures manufacturer, we believe we have leading market share positions in each of the commercial, military and business jet aircraft markets. The following chart summarizes our pro forma net sales by market for the year ended December 31, 2002 and the nine months ended September 28, 2003 after giving effect to the Aerostructures Acquisition:

	Year Ended December 31, 2002				Nine Months Ended September 28, 2003
Market	Pro Forma Net Sales		Percent of Total Pro Forma Net Sales		Pro Forma Net Sales		Percent of Total Pro Forma Net Sales		Description
Commercial Aircraft	$	765.8	51.1	%	$	454.6	45.9	%	Products such as fuselage panels, empennages, wing components and doors for programs such as the Boeing 747, Airbus A330/A340 and Embraer 190.
Military Aircraft		488.7	32.6	%		394.9	39.8	%	Products such as fuselage panels, nacelle components, empennages and wing components for programs such as the Bell/Boeing V-22, Boeing C-17 Globemaster III, Lockheed Martin C-130J Hercules and Northrop Grumman Global Hawk.
Business Jet Aircraft		244.8	16.3	%		142.2	14.3	%	Products such as nacelle components, wings and wing components for programs such as the Gulfstream IV, Gulfstream V and Cessna Citation X.
Total Net Sales	$	1,499.3	100	%	$	991.7	100	%

Commercial Aircraft. We are the largest manufacturer of aerostructures for Boeing Commercial Aircraft Group (referred to herein as "Boeing Commercial"). We have over 30 years of commercial aircraft experience with Boeing Commercial, and we have maintained a formal strategic alliance with Boeing Commercial since 1994. We are also the largest U.S. manufacturer of aerostructures for Airbus. We have over 20 years of commercial aircraft experience with Airbus. In addition, we manufacture commercial aircraft aerostructures for Embraer, General Electric Company ("General Electric"), Goodrich Corporation ("Goodrich") and Pratt & Whitney, a division of United Technologies Corporation ("Pratt & Whitney").

Military Aircraft. We provide aerostructures for a variety of military programs, including fighter/attack, transport, surveillance, tilt rotor and unmanned aircraft. We are the largest subcontractor for the Boeing C-17 Globemaster III program. We have been a partner with Boeing on the C-17 Globemaster III since inception of the program in 1983. We also provide military aerostructures to Bell Helicopter, Lockheed Martin and Northrop Grumman.

Business Jet Aircraft. We are the largest aerostructures manufacturer to Gulfstream for the Gulfstream IV and the Gulfstream V. In addition, we provide business jet aerostructures to Cessna Aircraft Company ("Cessna") and Raytheon Company ("Raytheon").

Market Overview

We participate in the aerospace industry by developing and producing aerostructures, including fuselages, wings and wing assemblies, empennages, aircraft doors, nacelle components, control surfaces and other structures for commercial, military and business jet aircraft. Market and economic trends that

impact the rates of growth of the commercial, military and business jet aircraft markets affect our sales of products in these markets.

Commercial Aircraft Market. General economic activity, airline profitability, passenger and cargo traffic rates and aircraft retirements drive demand for new commercial aircraft. The primary manufacturers of large commercial aircraft are Airbus and Boeing. In addition, Embraer and Bombardier Inc. ("Bombardier") are the primary manufacturers of regional jets. From 1980 to 2001, the worldwide fleet of active commercial aircraft increased at an average annual rate of approximately 4.7%, but the rate of growth has declined following the terrorist attacks on September 11, 2001. Boeing's Current Market Outlook (June 2003) projects that the worldwide fleet of active commercial aircraft will more than double over the next 20 years from approximately 15,612 aircraft at the end of 2002 to approximately 33,999 aircraft at the end of 2022 and that approximately 24,276 new aircraft (including replacements and growth of regional and large commercial aircraft) will enter service over that timeframe. Airbus' Global Market Forecast (September 2002) projects that approximately 16,000 new aircraft of 100 seats or more will enter service during the twenty year period from 2000 until 2020.

Military Aircraft Market. The national defense budget and procurement funding decisions drive demand for new military aircraft. In November 2003, President Bush signed a $401 billion defense authorization bill (not including supplemental authorizations), reflecting a 2% increase over fiscal 2003, and reaffirming the U.S. Government's increased focus on a long-term defense plan and national security policy. We expect that Department of Defense spending for procurement, operations, and maintenance will grow with the overall level of defense spending, and we expect to benefit to the extent that such spending is allocated to aircraft and unmanned aerial vehicles ("UAVs").

Business Jet Aircraft Market. General economic activity and corporate profitability drive demand for new business jet aircraft. In addition, since the terrorist attacks of September 11, 2001, business jet aircraft have increasingly been used as an alternative to commercial air transportation due to security concerns and convenience. The primary business jet aircraft manufacturers are Bombardier, Cessna, Dassault Aviation, Gulfstream and Raytheon. Ownership of business jet aircraft has become widely accepted, such that most Fortune 100 companies now own several jets. As the popularity of business jet aircraft has grown over the past decade, several companies have begun to offer fractional jet ownership. The Air Force operates a fleet of business jet aircraft for use by the executive and legislative branches of government as well as the U.S. joint command leadership. In addition, many foreign governments provide business jet aircraft to high ranking officials.

Business Strategy

Integrate the Operations of Aerostructures and Continue to Streamline and Rationalize Operations. We have initiated the integration of Aerostructures' personnel, programs and facilities into our organization in order to leverage purchasing power, reduce corporate overhead, consolidate manufacturing and provide additional products and services to our customers. We plan to continue to streamline and rationalize our combined operations by further reducing overhead, improving working capital management and implementing other initiatives to increase labor efficiencies.

Win New Business. We are highly focused on winning new military and commercial business in order to further diversify our portfolio of products and customers. Since January 2002, we won new military business which we expect to generate revenues of approximately $780 million over the next seven years.

Integrate Quality Throughout the Enterprise. We emphasize quality in the design and production of cost competitive, fully integrated major aircraft assemblies as a support partner to the world's leading aerospace companies.

Increase Profitability and Productivity. We focus on lean manufacturing, efficient purchasing and innovation to increase profitability and productivity. We share the benefit of these improvements with our customers in order to further strengthen our strategic relationships. For example, we have developed a worldwide network of suppliers that maximizes production and cost efficiencies and supports our customers' need for strategic work placement. Other initiatives include web-based development and information distribution systems, determinant assembly processes, first-time quality throughout the extended enterprise (including suppliers), flexible tooling and the conversion of 2D to digital and 3D product definition.

Continue as a Strategic Partner to our Customers. We strengthen customer relationships and expand market opportunities by partnering with customers on their business endeavors and providing innovative approaches to aircraft systems integration. We provide prime contractors with development and support services to ensure our participation on their current and future programs while managing the risk/reward of each project and assessing the return on investment, on a case by case basis.

Our Investors

Before the Aerostructures Acquisition, each of Vought and Aerostructures were owned by separate investment funds affiliated with The Carlyle Group. After the Transactions were completed, Carlyle Partners III, L.P. ("CPIII"), Carlyle Partners II, L.P. ("CPII"), their affiliates (together with CPIII, CPII and The Carlyle Group, "Carlyle"), and current and former management own 100% of our equity. Private equity investment funds affiliated with Carlyle own approximately 93% of the equity on a fully diluted basis.

The Transactions

The Transactions summarized below include the Aerostructures Acquisition, the issuance of the outstanding notes and the amendment to our credit facilities. While an understanding of the transactions summarized below is important to your understanding of our future cost structure, results of operations, financial position and cash flows, the transactions do not directly impact your decision as to whether or not to participate in the exchange offer.

Vought entered into an Agreement and Plan of Merger, dated as of May 12, 2003, with TA Acquisition Holdings, Inc. (referred to herein as "Holdings") pursuant to which Holdings merged with and into Vought and Vought thereby acquired Holdings' wholly-owned subsidiary, Aerostructures. In this prospectus, we refer to the merger of Holdings with and into Vought as the "Aerostructures Acquisition." In exchange for 100% of the outstanding common and preferred stock of Holdings, Vought (as the surviving entity) issued common stock to Holdings' shareholders that represented 27.5% of the fully-diluted equity of the combined company; paid $44.9 million in cash to Aerostructures, which Aerostructures used to settle certain obligations pursuant to the Agreement and Plan of Merger; and retired $135.2 million of Aerostructures' debt. The Aerostructures Acquisition was consummated on July 2, 2003, and Aerostructures operated as a wholly-owned subsidiary of Vought until it merged with and into Vought on January 1, 2004. In this prospectus, we have made some estimates of combined costs associated with operating as a combined entity. See "Unaudited Pro Forma Financial Information."

Recent Developments

Boeing has announced its decision to end production of the 757 program, with the final aircraft scheduled to be produced in late 2004. Vought supplies Boeing with the 757 empennage, spoilers, and various doors. Due to these events, management evaluated the estimate to complete the 757 program and recorded a $10.0 million charge in the third quarter of 2003.

We have been selected as an Airframe Partner on the proposed Boeing 7E7 aircraft program. Boeing has recently obtained approval from its board of directors to offer the product to the market but we do not have a contract with Boeing to participate in the program. The ultimate business terms may require us to invest significant amounts of money to design, develop, test, produce tools, purchase capital assets and purchase working capital to support this program.

We are under long term contract and/or have termination liability coverage with Boeing to produce the wing center section, horizontal stabilizer, aft body section, doors, nacelles and other components for the KC-767 Tanker Program. In November 2003, Congress approved a program to procure 100 KC-767s through a combination of purchase and lease, allowing the Air Force to begin replacing its KC-135 tanker fleet. This program, as well as several other military contracts awarded to Boeing, is currently under review by the Department of Defense and other governmental agencies.

Goodwill and Identified Intangibles are currently being evaluated by an independent third party for potential impairment. Recent developments in our business including the announced cancellation of the Boeing 757 program, potential delays/restructuring of the Boeing 767 and Boeing KC-767 programs, reduced deliveries of Airbus commercial products, and continuing depressed conditions in our other commercial markets will be factored into this impairment testing. These developments may require a substantial charge during the fourth quarter of 2003 for impaired goodwill and identified intangibles. The actual amounts, if any, will be reflected in our audited 2003 financial statements.

We implemented a corporate reorganization of our Aerostructures subsidiary. First, on December 4, 2003, Aerostructures incorporated a new subsidiary, named Contour Aerospace Corporation, a Delaware corporation ("Contour"). Second, Aerostructures contributed (i) its Everett, Washington facility, that builds fuselage skins, spars, stringers, pylons and machined components, and (ii) its Brea, California facility, that builds wing skins, spars, stringers, chords and ribs to Contour. Third, contemporaneous with the contribution of these assets and operations to Contour, Aerostructures merged with and into Vought, so that the remaining operating assets of Aerostructures are integrated with the ongoing operations of Vought. As a result of the reorganization, Aerostructures does not exist as a separate corporate entity and Contour is a direct subsidiary of Vought. Contour is a guarantor under the indenture governing the notes.

Summary Pro Forma Financial Data

The following table sets forth a summary of unaudited pro forma financial data for Vought and Aerostructures as a consolidated company, giving effect to the Transactions as if they had occurred on January 1, 2002 and after giving effect to the pro forma adjustments. The unaudited pro forma consolidated statement of operations data for the year ended December 31, 2002 and the nine months ended September 28, 2003 gives effect to the Transactions as if they occurred on January 1, 2002. The Aerostructures Acquisition is accounted for under the purchase method of accounting.

The pro forma adjustments are based upon available information and assumptions that we consider reasonable. The pro forma results of operations are not necessarily indicative of the results of operations that would have been achieved had the Transactions reflected therein been consummated prior to the period presented. The unaudited pro forma financial data are only a summary and should be read in conjunction with the "Capitalization," "Unaudited Pro Forma Condensed Combined Financial Data," "Selected Historical Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Vought's and Aerostructures' consolidated financial statements and the notes thereto included elsewhere in this prospectus. The unaudited pro forma operating data are presented for informational purposes only and are not necessarily indicative of what the actual combined results of operations of the consolidated company would have been for the period presented, nor do these data purport to represent the results of future periods.

	Year Ended December 31, 2002(1)			Nine Months Ended September 28, 2003(1)(2)
	($ in millions)			($ in millions)
Statement of Operations Data:
Net sales	$	1,499.3		$	991.7
Cost of sales		1,285.3			792.8
Selling, general & administrative expenses		213.7			180.6
Operating income (loss)		(5.6	)		18.3
Interest expense, net(3)		(63.5	)		(38.5	)
Income taxes		(6.0	)		—
Net (loss)		(70.6	)		(13.1	)
Other Financial Data:
Capital expenditures		27.9			23.6

(1): The December 2002 and the nine months ended September 28, 2003 pro forma adjustments and allocation of purchase price have been adjusted to reflect the current valuation of the assets acquired and liabilities assumed and are based on management's estimates of their fair value. The pro forma adjustments and allocation of purchase price will be completed after asset and liability valuations are finalized.
(2): The nine month pro forma financial information was derived by adding the Vought unaudited historical financial information for the nine months ended September 28, 2003 (which include the results of Aerostructures from July 2, 2003) to the Aerostructures unaudited historical financial information for the six months ended July 1, 2003, and giving effect to the applicable pro forma adjustments as if the Transactions had occurred at January 1, 2002.
(3): Pro forma interest expense, net includes the gain or loss on interest rate swaps.

Summary Financial Information of Vought

The following selected financial data for the years ended December 31, 2001 and 2002 are derived from the audited consolidated financial statements of Vought Aircraft Industries, Inc. The financial data for the nine months ended September 29, 2002 and September 28, 2003 are derived from unaudited consolidated financial statements. The unaudited consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, which Vought considers necessary for a fair presentation of the financial position and the results of operations for these periods.

Operating results for the nine months ended September 28, 2003 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2003. The information is only a summary and should be read in conjunction with "Capitalization," "Unaudited Pro Forma Condensed Combined Financial Data," "Selected Historical Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the notes thereto included elsewhere in this prospectus.

	Year Ended						Nine Months Ended
	December 31, 2001			December 31, 2002			September 29, 2002			September 28, 2003(3)
	($ in millions)
Consolidated Statement of Operations Data:
Net sales	$	1,422.0		$	1,200.7		$	926.0		$	851.8
Cost of sales		1,198.1			1,051.9			804.5			678.3
Selling, general & administrative expenses		206.4			186.8			135.5			168.1
Operating income (loss)		15.5			(43.9	)		(14.0	)		5.4
Interest expense, net(1)		71.1			35.8			28.5			20.4
Income taxes		—			—			—			—
Net (loss)(2)		(63.4	)		(79.7	)		(42.5	)		(15.0	)
Other Financial Data:
Cash flow provided by operating activities	$	182.3		$	166.8		$	157.7		$	165.6
Cash flow used by investing activities		(35.4	)		(20.8	)		(11.1	)		(204.0	)
Cash flow used in financing activities		(141.0	)		(109.3	)		(64.9	)		156.8
Capital expenditures		35.9			21.1			11.1			20.7
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	31.9		$	68.6		$	113.6		$	187.0
Accounts receivable, net		139.8			86.7			116.0			123.8
Inventories		318.6			202.7			199.9			209.5
Property, plant and equipment, net		366.5			334.7			341.4			397.7
Total assets		1,316.0			873.3			1,218.6			1,569.7
Total debt(4)		505.0			395.6			440.0			570.2
Stockholders' equity (deficit)		20.9			(502.9	)		(21.5	)		(280.6	)

(1): Interest expense, net includes the gain or loss on interest rate swaps.
(2): Net (loss) is calculated before other comprehensive losses relating to minimum pension liability adjustments of $49.4 million and $444.2 million in 2001 and 2002, respectively.
(3): Includes Aerostructures' financial results from July 2, 2003.
(4): Total debt as of September 28, 2003 includes $4.3 million of capitalized leases.

Summary Financial Information of Aerostructures

We are providing the following financial information to assist you in your analysis of the financial aspects of the Aerostructures Acquisition. We derived the historical financial information below from Aerostructures' audited financial statements for the years ended December 28, 2001 and December 27, 2002 and from Aerostructures' unaudited financial statements for the six months ended June 28, 2002 and July 1, 2003. The information is only a summary and should be read in conjunction with "Capitalization," "Unaudited Pro Forma Condensed Combined Financial Data," "Selected Historical Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Aerostructures' consolidated financial statements and the notes thereto included elsewhere in this prospectus. The historical results included below and elsewhere in this document are not indicative of the future performance of Aerostructures or the consolidated company.

	Year Ended						Six Months Ended
	December 28, 2001			December 27, 2002			June 28, 2002			July 1, 2003
	($ in millions)
Consolidated Statement of Operations Data:
Sales	$	367.5		$	300.1		$	164.4		$	140.5
Cost of sales		319.4			250.7			139.9			124.7
Selling, general, administrative and amortization expenses		26.0			22.8			11.1			9.4
Income from operations		22.1			26.6			13.4			6.4
Interest expense, net(1)		19.9			11.9			7.3			6.4
Provision (benefit) for income taxes		(18.3	)		6.0			2.3			—
Net income(2)		19.5			8.8			3.8			—
Other Financial Data:
Cash flow provided by operating activities	$	72.7		$	39.5		$	38.2		$	10.0
Cash flow used by investing activities		(7.6	)		(6.7	)		(2.6	)		(2.9	)
Cash flow used in financing activities		(79.8	)		(32.9	)		(30.8	)		(5.4	)
Capital expenditures		7.6			6.8			2.6			2.9
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	0.3		$	0.2		$	5.2		$	1.9
Accounts receivable, net		30.4			33.7			29.0			28.1
Inventories		82.5			70.5			62.1			77.6
Property, plant and equipment, net		102.2			87.3			94.4			83.0
Total assets		334.2			298.7			304.9			297.8
Total debt(3)		164.3			141.3			139.0			139.7
Stockholders' equity		38.9			4.4			42.7			4.4

(1): Interest expense, net includes the gain or loss on interest rate swaps as well as other expenses.
(2): Net income is calculated before a comprehensive loss related to the establishment of a minimum pension liability in the amount of $43.3 million in 2002.
(3): Total debt includes $4.5 million of capitalized leases at Aerostructures as of July 1, 2003. Total debt is presented gross of an original issue discount in the amount of $1.8 million.

RISK FACTORS

You should carefully consider the risks described below as well as the other information contained in this prospectus before making a decision to participate in the exchange offer. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business financial condition or results of operations. Any of the following risks could materially adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your original investment.

Risks Related to the Exchange Notes and the Exchange Offer

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the exchange notes.

We have a significant amount of indebtedness. As of September 28, 2003, our total indebtedness was $570.2 million, excluding unused commitments under our revolving credit facility under our amended senior secured credit facilities.

Our substantial indebtedness could have important consequences for you. For example, it could:

•: make it more difficult for us to satisfy our obligations with respect to the notes;
•: increase our vulnerability to general adverse economic and industry conditions;
•: require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts and other general corporate purposes;
•: limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
•: restrict us from making strategic acquisitions or exploiting business opportunities;
•: place us at a competitive disadvantage compared to our competitors that have less debt; and
•: limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds, dispose of assets or pay cash dividends.

The indenture and our amended senior secured credit facilities contain financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of our debts.

In addition, a substantial portion of our debt bears interest at variable rates. If market interest rates increase, variable-rate indebtedness will create higher debt service requirements, which would adversely affect our cash flows. While we may enter into agreements limiting our exposure, any such agreements may not offer complete protection from this risk.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including the exchange notes, and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to some extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness,

including the exchange notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the exchange notes on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our amended senior secured credit facilities and the exchange notes, on commercially reasonable terms or at all.

Despite current indebtedness levels, we may still be able to incur substantially more debt, which would further exacerbate the risks associated with our substantial leverage.

We may be able to incur substantial additional indebtedness in the future because the terms of the indenture do not fully prohibit us, including our subsidiaries, from doing so. As of September 28, 2003, our amended senior secured credit facilities permitted additional borrowing of up to $150.0 million, reduced by outstanding letters of credit of $48.5 million. If new indebtedness is added to our and our subsidiaries' current indebtedness levels, the related risks that we face would be magnified. In addition, the indenture does not prevent us from incurring obligations that do not constitute indebtedness.

Restrictive covenants in the amended senior secured credit facilities and the indenture may restrict our ability to pursue our business strategies.

The indenture and the amended senior secured credit facilities limit our ability, among other things, to:

•: incur additional indebtedness or contingent obligations;
•: pay dividends or make distributions to our stockholders;
•: repurchase or redeem our stock;
•: make investments;
•: grant liens;
•: make capital expenditures;
•: enter into transactions with our stockholders and affiliates;
•: engage in sale and leaseback transactions;
•: sell assets; and
•: acquire the assets of, or merge or consolidate with, other companies.

In addition, the amended senior secured credit facilities require us to maintain certain financial ratios. See "Description of Our Amended Senior Secured Credit Facilities." We may not be able to maintain these ratios. The restrictive covenants mentioned above may restrict our ability to pursue our business strategies.

The exchange notes and the exchange guarantees will be unsecured and effectively subordinated to our existing and future secured debt.

Holders of our secured debt will have claims that are prior to your claims as holders of the notes to the extent of the value of the assets securing the secured debt. Notably, we and the guarantors are parties to the amended senior secured credit facilities, which is secured by a perfected first priority security interest in substantially all of our assets including intellectual property, material owned real property and the capital stock of our direct and indirect subsidiaries. The amended senior secured credit facilities is also secured by a pledge of our capital stock owned by private equity investment funds affiliated with Carlyle. We also have particular capital leases that are secured by the underlying assets. The exchange notes will be effectively subordinated to our secured debt. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation,

reorganization or other bankruptcy proceeding, holders of secured debt will have prior claim to those of our assets that constitute their collateral. Holders of the exchange notes will participate ratably with all holders of our unsecured debt that is deemed to be of the same class as the exchange notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the exchange notes. As a result, holders of exchange notes may receive less, ratably, than holders of secured debt. For a description of our amended senior secured credit facilities, see "Description of Our Amended Senior Secured Credit Facilities."

As of September 28, 2003, the aggregate amount of our secured debt was approximately $300.2 million, and $150.0 million was available for additional borrowings under our amended senior secured credit facilities, reduced by outstanding letters of credit of $48.5 million. We may be permitted to borrow substantial additional debt, including secured debt, in the future under the terms of the indenture governing the exchange notes.

The exchange notes will be structurally subordinated to all future liabilities of our subsidiaries that do not guarantee the notes, if any.

As of September 28, 2003, all of our subsidiaries are domestic subsidiaries and each will be a guarantor of our obligations under the exchange notes. However, any future foreign subsidiaries we may have will not be required by the indenture to guarantee the exchange notes. The exchange notes will be structurally subordinated to all future liabilities, including trade payables, of our subsidiaries that do not guarantee the exchange notes, and the claims of creditors of those subsidiaries, including trade creditors, will have priority as to the assets and cash flows of those subsidiaries. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding of any of the non-guarantor subsidiaries, holders of their liabilities, including their trade creditors, will generally be entitled to payment on their claims from assets of those subsidiaries before any assets are made available for distribution to us.

We may not have the ability to raise the funds necessary to finance any change of control offer required by the indenture governing the exchange notes.

Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase all notes outstanding at 101% of the principal amount thereof plus accrued and unpaid interest and liquidated damages, if any, to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of exchange notes or that restrictions in our amended senior secured credit facilities will not allow such repurchases. In addition, various important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a "Change of Control" under the indenture. See "Description of the Notes—Repurchase at the Option of Holders—Change of Control."

Federal and state laws permit a court to void the guarantees under certain circumstances.

Our payment of consideration to finance a portion of the Transactions (including the issuance of a guarantee of the notes by our subsidiary guarantors) may be subject to review by federal or state fraudulent transfer laws. While the relevant laws may vary from state to state, under such laws the issuance of a guarantee will be a fraudulent conveyance if (1) any of our subsidiaries issued guarantees, with the intent of hindering, delaying or defrauding creditors, or (2) any of the guarantors received less than reasonably equivalent value or fair consideration in return for issuing their respective guarantees, and, in the case of (2) only, one of the following is also true:

•: any of the guarantors were insolvent, or became insolvent, when they paid the consideration;

•: issuing the guarantees left the applicable guarantor with an unreasonably small amount of capital; or
•: the applicable guarantor, intended to, or believed that it would, be unable to pay debts as they matured.

If the payment of the consideration or the issuance of any guarantee were a fraudulent conveyance, a court could, among other things, void any of the guarantors' obligations under their respective guarantees, and require the repayment of any amounts paid thereunder.

Generally, an entity will be considered insolvent if:

•: the sum of its debts is greater than the fair value of its property;
•: the present fair value of its assets is less than the amount that it will be required to pay on its existing debts as they become due; or
•: it cannot pay its debts as they become due.

We believe, however, that immediately after issuance of the exchange notes and the exchange guarantees, each of the guarantors will be solvent, will have sufficient capital to carry on its respective businesses and will be able to pay its respective debts as they mature. We cannot be sure, however, as to what standard a court would apply in making such determinations or that a court would reach the same conclusions with regard to these issues.

You cannot be sure an active trading market for the exchange notes will develop.

There is no established trading market for the exchange notes. Although each initial purchaser has informed us that it currently intends to make a market in the exchange notes, it has no obligation to do so and may discontinue making a market at any time without notice.

We intend to apply for the exchange notes to be designated as eligible for trading in PORTAL. However, we do not intend to apply for listing of the exchange notes on any securities exchange or for quotation through NASDAQ.

The liquidity of any market for the exchange notes will depend upon the number of holders of the exchange notes, our performance, the market for similar securities, the interest of securities dealers in making a market in the notes and other factors. A liquid trading market may not develop for the exchange notes. If a market develops, the exchange notes could trade at prices that may be lower than their initial offering price.

The market price for the exchange notes may be volatile.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes offered hereby. The market for the exchange notes, if any, may be subject to similar disruptions. Any such disruptions may adversely affect the value of your exchange notes.

If you do not properly tender your outstanding notes, you will continue to hold unregistered outstanding notes and your ability to transfer outstanding notes will be adversely affected.

We will only issue exchange notes in exchange for outstanding notes that are timely received by the exchange agent together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the outstanding notes and you should carefully follow the instructions on how to tender your outstanding notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the outstanding notes. If you do not tender your outstanding notes or if we do not accept

your outstanding notes because you did not tender your outstanding notes properly, then, after we consummate the exchange offer, you may continue to hold outstanding notes that are subject to the existing transfer restrictions. In addition, if you tender your outstanding notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are a broker-dealer that receives exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes. After the exchange offer is consummated, if you continue to hold any outstanding notes, you may have difficulty selling them because there will be fewer notes outstanding. In addition, if a large amount of outstanding notes are not tendered or are tendered improperly, the limited amount of exchange notes that would be issued and outstanding after we consummate the exchange offer could lower the market price of such exchange notes.

Risks Related to Our Business

Our commercial business is cyclical and sensitive to commercial airlines' profitability. Our business is, in turn, affected by general economic conditions and world safety considerations.

We compete in the aerostructures segment of the aerospace industry. While our direct customers are aircraft manufacturers, such as Boeing and Airbus, our business is indirectly affected by the financial condition of the commercial airlines and other economic factors that affect the demand for air transportation. Specifically, our commercial business is dependent on the demand from passenger airlines for the production of new aircraft by our customers. Accordingly, demand for our commercial products is tied to the worldwide airline industry's ability to finance the purchase of new aircraft and the industry's forecasted demand for seats, flights and routes. Similarly, the size and age of the worldwide commercial aircraft fleet affects the demand for new aircraft and, consequently, for our products. Such factors, in conjunction with evolving economic conditions, cause the market in which we operate to be cyclical to varying degrees, thereby affecting our business and operating results.

Over the past several years, continued softening of the global and domestic economy, reduced corporate travel spending, excess capacity in the market for commercial air travel, changing pricing models among airlines and significantly increased fuel, security and insurance costs have resulted in many airlines reporting, and continuing to forecast significant net losses. Moreover, during recent years the airline industry has been adversely affected by the September 11, 2001 terrorist attacks, war in the Middle East and concerns relating to the transmission of the severe acute respiratory syndrome, or "SARS." These terrorist and health phenomena, in addition to the generally soft global and domestic economy, have contributed to diminishing demand for air travel and have adversely affected the business and operations of commercial airlines. Many major air carriers have parked or retired some of their fleets and have reduced workforces and flights to match declining demand and to mitigate their large losses. Numerous carriers have rescheduled or canceled orders for aircraft to be purchased from the major aircraft manufacturers. The full impact of these events and circumstances is not yet known and any protracted economic slump or future terrorist attacks, war or health concern could cause airlines to cancel or delay the purchase of additional new aircraft. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business". Boeing has indicated that the downturn in the commercial aviation market remains severe and that it is experiencing reduced demand across all commercial airplane models. If demand for new aircraft continues to decrease, there will likely be a further decrease in demand for our commercial aircraft products.

The significant consolidation occurring in the aerospace industry could adversely affect our business and financial results.

The aerospace industry in which we operate has been experiencing significant consolidation among suppliers, including us and our competitors, and the customers we serve. Commercial airlines have increasingly been merging and creating global alliances to achieve greater economies of scale and enhance their geographic reach. Specifically, aviation suppliers have been consolidating and forming alliances to broaden their product and integrated system offerings and achieve critical mass. This supplier consolidation is in part attributable to aircraft manufacturers more frequently awarding long-term sole-source or preferred supplier contracts to the most capable suppliers, thus reducing the total number of suppliers from whom aerostructures and systems are purchased. We cannot assure you that our business and financial results will not be adversely impacted as a result of consolidation by our competitors, suppliers or customers.

We operate in a very competitive business environment.

Competition in the aerostructures segment of the aerospace industry is intense and concentrated. We face substantial competition from the operating units of some of our largest customers, including Airbus, Boeing, Gulfstream, Lockheed Martin, Northrop Grumman and Raytheon. These original equipment manufacturers may choose not to outsource production of aerostructures due to, among other things, their own direct labor and other overhead considerations and capacity utilization at their own facilities. Consequently, traditional factors affecting competition, such as price and quality of service, may not be significant determinants when original equipment manufacturers decide whether to produce a part in-house or to outsource.

We also face competition from non-OEM suppliers in each of our product areas. Our principal competitors among aerostructures suppliers are Alenia, Fokker Aerostructures, Fuji, Mitsubishi, GKN plc. and Kawasaki. Some of our competitors have greater resources than us, and therefore may be able to adapt more quickly to new or emerging technologies and changes in customer requirements, or devote greater resources to the promotion and sale of their products than we can. Providers of aerostructures have traditionally competed on the basis of cost, technology, quality and service. We believe that developing and maintaining a competitive advantage will require continued investment in product development, engineering, supply chain management and sales and marketing. We cannot assure you that we will have enough resources to make the necessary investments to do so and we cannot assure you that we will be able to compete successfully in this market or against such competitors. See "Business—Competition."

For the year ended December 31, 2002 and the nine months ended September 28, 2003, on a pro forma basis after giving effect to the Transactions, approximately 68.7% and 68.3% of our sales, respectively, were made to Boeing for commercial and military programs. Accordingly, any significant reduction in purchases by Boeing would have a material adverse effect on our financial condition, results of operations and cash flows. Boeing has announced its decision to end production of the 757 program, with the final aircraft scheduled to be produced in late 2004. We are under long term contract with Boeing to produce the wing center section, horizontal stabilizer, aft body section, doors, nacelles and other components for the 767 aircraft. If Boeing cannot sell additional 767 aircraft for any reason, including the introduction of the 7E7 program, the 767 program may be terminated.

Further, our significant customers have in the past and may attempt in the future to use their position to negotiate a reduction in price of a particular part regardless of the terms of an existing contract. We have generally been successful in resisting such reductions and, where we have taken reductions, we have generally maintained profitability by decreasing costs.

The U.S. Government is a significant customer of our largest customers and we and they are subject to specific U.S. Government contracting rules and regulations.

We are a significant provider of aerostructures to military aircraft manufacturers. The military aircraft manufacturers' business, and by extension, our business, is affected by the U.S. Government's continued commitment to programs under contract with our customers. The terms of defense contracts with the U.S. Government generally permit the government to terminate contracts partially or completely, with or without cause, at any time. Any unexpected termination of a significant government contract could have an adverse effect on our business or the business of our customers that manufacture military aircraft. Sales to the U.S. Government are also subject to changes in the government's procurement policies in advance of design completion. A reduction in expenditures by the U.S. Government for aircraft using our products, lower margins resulting from increasingly competitive procurement policies, a reduction in the volume of contracts awarded to us, or substantial cost overruns would have an adverse effect on our cash flow and operations. We bear the risk that the U.S. Government may unilaterally suspend our customers or us from new contracts pending the resolution of alleged violations of procurement laws or regulations.

A decline in the U.S. defense budget or change of funding priorities may adversely affect our sales of products used on military aircraft and may adversely affect our customers' sales of military aircraft.

The U.S. defense budget has fluctuated in recent years, at times resulting in reduced demand for new aircraft and, to a lesser extent, spare parts. In addition, foreign military sales are affected by U.S. Government regulations, foreign government regulations and political uncertainties in the United States and abroad. The U.S. defense budget may continue to fluctuate, and may decline, and sales of defense related items to foreign governments may decrease. If there is a decline in defense spending that reduces demand for our customers' military aircraft, our business and results of operations may be adversely affected.

Our fixed-price contracts may commit us to unfavorable terms.

We provide our products and services through fixed-price contracts. For both the year ended December 31, 2002 and the nine months ended September 28, 2003, on a pro forma basis after giving effect to the Transactions, over 90% of our revenues were derived from fixed-price contracts.

Although our fixed-price contracts generally permit us to keep unexpected profits if costs are less than projected, we bear the risk that increased or unexpected costs may reduce our profit or cause us to sustain losses on the contract. In a fixed-price contract, we must fully absorb cost overruns, notwithstanding the difficulty of estimating all of the costs we will incur in performing these contracts and in projecting the ultimate level of sales that we may achieve. Our failure to anticipate technical problems, estimate delivery reductions, estimate costs accurately or control costs during performance of a fixed-price contract may reduce the profitability of a fixed-price contract or cause a loss.

Although we believe that we have recorded adequate provisions in our consolidated financial statements for losses on our fixed-price contracts, as required under accounting principles generally accepted in the United States, we cannot assure you that our contract loss provisions will be adequate to cover all actual future losses.

Our success depends in part on the success of our research and development initiatives.

For the year ended December 31, 2002 and the nine months ended September 28, 2003, on a pro forma basis after giving effect to the Transactions, we spent $5.7 million and $3.8 million, respectively, on research and development for new products and increases in productivity. We cannot assure you that the significant capital expended on our research and development efforts will create any new sales opportunities or increases in productivity that are commensurate with the level of resources invested.

In addition, we may develop specific technologies and capabilities in pursuit of new business and in anticipation of customers going forward with new programs, such as the Boeing 7E7. For the year ended December 31, 2002 and the nine months ended September 28, 2003, we spent $4.6 million and $6.0 million, respectively, on these activities. Work in connection with the Boeing 7E7 was 59% of the total development costs in 2002 and 70% of the total in 2003. If any such programs do not go forward, we may be unable to recover the costs incurred in anticipation of such programs. In addition, there can be no guarantee that any such program will continue to move forward on schedule, or at all.

Any significant disruption in our supply from key suppliers could delay production and adversely affect our sales.

We are highly dependent on the availability of essential materials and purchased components from our suppliers, some of which may be available only from limited sources. Moreover, we are dependent upon the ability of our suppliers to provide material that meets specifications, quality standards and delivery schedules. Our suppliers' failure to provide expected raw materials or component parts could adversely affect production schedules and contract profitability.

We have from time to time experienced limited interruptions of supply but we may experience a serious interruption in the future. Our continued supply of materials is subject to a number of risks including:

•: the destruction of our suppliers' facilities or their distribution infrastructure;
•: a work stoppage or strike by our suppliers' employees;
•: the failure of our suppliers to provide materials of the requisite quality;
•: the failure of essential equipment at our suppliers' plants;
•: the failure or shortage of supply of raw materials to our suppliers; and
•: contractual amendments and disputes with our suppliers.

In addition, some contracts with our suppliers for raw materials and other goods are short-term contracts. We cannot assure you that these suppliers will continue to provide products to us at attractive prices or at all, or that we will be able to obtain such products in the future from these or other providers on the scale and within the time periods we require. Furthermore, we cannot assure you that substitute raw materials or component parts will meet the strict specifications and quality standards we, our customers and the U.S. Government impose. If we are not able to obtain key products on a timely basis and at an affordable cost, or we experience significant delays or interruptions of their supply, it could have a material adverse effect on our business, financial condition and results of operations.

Our largest supplier is the Aluminum Company of America, or Alcoa. For the year ended December 31, 2002 and the nine months ended September 28, 2003, on a pro forma basis after giving effect to the Transactions, we purchased $46.6 million and $27.3 million, respectively, of aluminum from Alcoa. If Alcoa can no longer meet our raw materials requirements, it could have a material adverse effect on our business, financial condition and results of operations.

We are also dependent upon a third party, Northrop Grumman Information Technology, to supply us with information technology services used to operate our facilities. If Northrop Grumman Information Technology could no longer supply us with information technology services, it could have a material adverse effect on our business, financial condition and results of operations.

The Aerostructures Acquisition and any future business combinations, acquisitions or mergers expose us to risks, including the risk that we may not be able to successfully integrate these businesses or achieve expected operating synergies.

The Aerostructures Acquisition involves risks that could adversely affect our operating results, including difficulties in integrating the operations and personnel of Aerostructures and the potential loss of key employees of Aerostructures. We may not be able to satisfactorily integrate these acquired businesses in a manner and a timeframe that achieves the costs savings and operating synergies that we expect. The integration of companies that have previously been operated separately involves a number of risks, including, but not limited to:

•: demands on management related to the significant increase in our size after the merger;
•: the diversion of management's attention from the management of daily operations to the integration of operations;
•: difficulties in the assimilation and retention of employees;
•: difficulties in the assimilation of different cultures and practices, as well as in the assimilation of geographically dispersed personnel and operations;
•: difficulties in the integration of departments, systems, including accounting systems, technologies, books and records and procedures, as well as in maintaining uniform standards, controls, including internal accounting controls, procedures and policies; and
•: constraints (contractual or otherwise) limiting our ability to consolidate, rationalize and/or leverage supplier arrangements to achieve integration.

Prior to the Aerostructures Acquisition, Vought and Aerostructures operated as separate entities. We may not be able to maintain the levels of revenue, earnings or operations efficiency that Vought and Aerostructures had achieved or might achieve separately. Successful integration of Aerostructures' operations will depend on our ability to manage those operations, realize opportunities for revenue growth presented by strengthened product offerings and expanded geographic market coverage and, to some degree, to eliminate redundant and excess costs. Because of difficulties in combining geographically dispersed operations, we may not be able to achieve the benefits that we hope to achieve after the Aerostructures Acquisition. The combined financial results of Vought and Aerostructures presented in this prospectus cover periods during which they were not under the same management and, therefore, may not be indicative of our future financial or operating results.

In addition, we actively consider strategic transactions from time to time. We evaluate acquisitions, joint ventures, alliances or co-production programs as opportunities arise and we may be engaged in varying levels of negotiations with potential competitors at any time. We cannot assure you that we will be able to effect transactions with strategic alliance, acquisition or co-production program candidates on commercially reasonable terms or at all. If we enter into these transactions, we also cannot be sure that we will realize the benefits we anticipate. In addition, we cannot be sure that we will be able to obtain additional financing for these transactions.

The integration of any strategic alliances, acquisitions or co-production programs into our business may result in unforeseen operating difficulties and may require significant financial and managerial resources that would otherwise be available for the ongoing development or expansion of our existing operations. Consummating these transactions could result in the incurrence of additional debt and related interest expense, as well as unforeseen contingent liabilities, all of which could have a material adverse effect on our financial condition and operating results.

We may be subject to work stoppages at our facilities or those of our principal customers, which could seriously impact the profitability of our business.

As of September 28, 2003, approximately 53% of our contract work force was unionized, principally through the United Automobile, Aerospace and Agricultural Implement Workers of America union and the International Association of Machinists and Aerospace Workers union. We experienced a labor strike at our Nashville, Tennessee plant in 1989 and a work interruption at our Dallas, Texas plant in 1985. If our unionized workers were to engage in a strike, work stoppage or other slowdown in the future, we could experience a significant disruption of our operations, which could have a material adverse effect on us. In addition, if a greater percentage of our work force becomes unionized, our business and financial results could be materially adversely affected. See "Business—Employees."

Many aircraft manufacturers, airlines and aerospace suppliers have unionized work forces. Strikes, work stoppages or slowdowns experienced by aircraft manufacturers, airlines or aerospace suppliers may materially affect our business and results of operations.

We depend on key personnel and may not be able to retain those employees or recruit additional qualified personnel.

We believe that our future success will be due, in part, to the services of our key employees such as engineers or other skilled professionals. Competition for such employees has intensified in recent years and may become even more intense in the future. Our ability to implement our business plan is dependent on our ability to hire and retain technically skilled workers. Our failure to recruit and retain qualified employees could adversely affect our business and results of operations, and may impair our ability to obtain future contracts.

Our operations depend on our manufacturing facilities throughout the U.S. These production facilities are subject to physical and other risks that could disrupt production.

Our manufacturing facilities could be damaged or disrupted by a natural disaster, war or terrorist activity. Although we have obtained property damage and business interruption insurance, a major catastrophe, such as an earthquake, hurricane, flood, tornado or other natural disaster at any of our sites, or war or terrorist activities in any of the areas where we conduct operations could result in a prolonged interruption of our business. Any disruption resulting from these events could cause significant delays in shipments of products and the loss of sales and customers. We cannot assure you that we will have insurance to adequately compensate us for any of these events.

We are subject to environmental regulation and our ongoing operations may expose us to environmental liabilities.

Our operations, like those of other companies engaged in similar businesses, are subject to federal, state and local environmental, health and safety laws and regulations. We may be subject to potentially significant fines or penalties, including criminal sanctions, if we fail to comply with these requirements. We have made, and will continue to make, capital and other expenditures in order to comply with these laws and regulations. Although we believe that we are currently in substantial compliance with these laws and regulations, we cannot assure you that the aggregate amount of future clean-up costs and other environmental liabilities will not be material.

We cannot predict what environmental legislation will be enacted in the future or how existing laws will be administered or interpreted. In the future, contamination may be discovered at our facilities or at off-site locations where we send waste. The remediation of such newly-discovered contamination, or the enactment of new laws or a stricter interpretation of existing laws, may require us to make additional expenditures, some of which could be material. See "Business—Environmental Matters."

Any product liability claims in excess of insurance may adversely affect our financial condition.

Our operations expose us to potential liability for personal injury or death as a result of the failure of aerostructures designed or manufactured by us or our suppliers. While we believe that our liability insurance is adequate to protect us from these liabilities, our insurance may not cover all liabilities. Additionally, insurance coverage may not be available in the future at a cost acceptable to us. Any material liability not covered by insurance or for which third-party indemnification is not available could have a material adverse effect on our financial condition, results of operations and cash flows. No such product liability claim is pending or has been threatened against us; however, there is no assurance that a product liability claim will not be filed against us in the future.

We may incur a significant charge for impaired goodwill and identified intangibles.

The construction of aircraft is heavily regulated and failure to comply with applicable laws could reduce our sales or require us to incur additional costs to achieve compliance, which could reduce our results of operations.

The FAA prescribes standards and qualification requirements for aerostructures, including virtually all commercial airline and general aviation products, and licenses component repair stations within the U.S. Comparable agencies regulate these matters in other countries. If we fail to qualify or to obtain a required license for one of our products or services or lose a qualification or license previously granted, the sale of the subject product or service would be prohibited by law until such license is obtained or renewed. In addition, designing new products to meet existing regulatory requirements and retrofitting installed products to comply with new regulatory requirements can be expensive and time consuming.

From time to time, the FAA or comparable agencies propose new regulations or changes to existing regulations. These new changes or regulations generally cause an increase in costs of compliance. To the extent the FAA, or comparable agencies implement regulatory changes, we may incur significant additional costs to achieve compliance.

We are subject to regulation of our technical data and goods exports.

Use of foreign suppliers and sale to foreign customers may subject us to the requirements of the U.S. Export Administration Regulations and the International Trafficking in Arms Regulations. Failure to comply with these regulations may result in significant fines and loss of the right to export goods. We cannot predict what restrictions may be placed on the export of technical data and goods in the future as a result of changing geo-political conditions.

Private equity investment funds affiliated with Carlyle own a significant majority of our equity, and their interests may not be aligned with yours.

Private equity investment funds affiliated with Carlyle own approximately 93% of our fully diluted equity. These private equity investment funds have the power, subject to specific exceptions, to direct our affairs and policies. Certain members of our Board of Directors have been designated by these private equity investment funds. Through such representation on the Board of Directors, they are able to substantially influence the appointment of management, the entering into of mergers and sales of

substantially all of our assets and other extraordinary transactions. The directors so elected have authority, subject to the terms of our debt, to issue additional stock, implement stock repurchase programs, declare dividends and make other decisions about our capital stock.

The interests of Carlyle and its affiliates could conflict with your interests. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of Carlyle as equity holder might conflict with your interests as a note holder. Affiliates of Carlyle may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, although such transactions might involve risks to you as a holder of notes. In addition, Carlyle or its affiliates may in the future own businesses that directly compete with ours.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. These statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks and other factors include, among other things, those listed in "Risk Factors" and elsewhere in this prospectus. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," "assumption" or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. In evaluating these statements, you should specifically consider various factors, including the risks outlined in "Risk Factors." These factors may cause our actual results to differ materially from any forward-looking statement.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. These forward-looking statements are made as of the date of this prospectus and, except as required under the federal securities laws and the rules and regulations of the SEC, we assume no obligation to update or revise them or to provide reasons why actual results may differ.

We do not undertake any responsibility to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this prospectus. Additionally, we do not undertake any responsibility to update you on the occurrence of any unanticipated events which may cause actual results to differ from those expressed or implied by the forward-looking statements contained in this prospectus.

THE EXCHANGE OFFER

Purpose of the Exchange Offer

We sold the outstanding notes to Lehman Brothers Inc., Goldman, Sachs & Co. and Credit Suisse First Boston LLC, the initial purchasers of the outstanding notes, on July 2, 2003. The initial purchasers subsequently resold the outstanding notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. In connection with the issuance of the outstanding notes, we entered into a registration rights agreement with the initial purchasers of the outstanding notes. The registration rights agreement requires us to register the exchange notes under the federal securities laws and offer to exchange the exchange notes for the outstanding notes. The exchange notes will be issued without a restrictive legend and generally may be resold without registration under the federal securities laws. We are effecting the exchange offer to comply with the registration rights agreement.

The registration rights agreement requires us to:

•: file a registration statement for the exchange offer and the exchange notes not later than 300 days after the issue date of the outstanding notes;
•: use our commercially reasonable efforts to cause the registration statement to become effective under the Securities Act within 365 days after the issue date of the outstanding notes;
•: consummate the exchange offer not later than 30 business days after the effective date of the registration statement; and
•: file a shelf registration statement for the resale of the outstanding notes if we cannot effect an exchange offer within the time period listed above and in certain other circumstances.

These requirements under the registration rights agreement will be satisfied when we complete the exchange offer. However, if we fail to meet any of these requirements, we must pay additional interest on the outstanding notes at a rate of 1.0% per annum until the applicable requirement has been met. We have also agreed to keep the registration statement for the exchange offer effective for not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the exchange offer is mailed to holders.

Under the registration rights agreement, our obligations to register the exchange notes will terminate upon the completion of the exchange offer. However, under particular circumstances specified in the registration rights agreement, we may be required to file a "shelf" registration statement for a continuous offer in connection with the outstanding notes pursuant to Rule 415 under the Securities Act.

This summary includes only the material terms of the registration rights agreement. For a full description, you should refer to the complete copy of the registration rights agreement, which has been filed as an exhibit to the registration statement for the exchange offer and the exchange notes. See "Where You Can Find More Information."

Transferability of the Exchange Notes

Based on an interpretation of the Securities Act by the staff of the SEC in several no-action letters issued to third parties unrelated to us, we believe that you, or any other person receiving exchange notes, may offer for resale, resell or otherwise transfer such notes without complying with the registration and prospectus delivery requirements of the federal securities laws, if:

•: you, or the person or entity receiving such exchange notes, is acquiring such notes in the ordinary course of business;

•: neither you nor any such person or entity is engaging in or intends to engage in a distribution of the exchange notes within the meaning of the federal securities laws;
•: neither you nor any such person or entity has an arrangement or understanding with any person or entity to participate in any distribution of the exchange notes;
•: neither you nor any such person or entity is an "affiliate" of Vought, as such term is defined under Rule 405 under the Securities Act; and
•: you are not acting on behalf of any person or entity who could not truthfully make these statements.

To participate in the exchange offer, you must represent as the holder of outstanding notes that each of these statements is true.

Any holder of outstanding notes who is our affiliate or who intends to participate in the exchange offer for the purpose of distributing the exchange notes:

•: will not be able to rely on the interpretation of the staff of the SEC set forth in the no-action letters described above; and
•: must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the exchange notes, unless the sale or transfer is made pursuant to an exemption from those requirements.

Broker-dealers receiving exchange notes in exchange for outstanding notes acquired for their own account through market making or other trading activities may not rely on this interpretation by the SEC. Such broker-dealers may be deemed to be "underwriters" within the meaning of the Securities Act and must therefore acknowledge, by signing the letter of transmittal, that they will deliver a prospectus meeting the requirements of the Securities Act in connection with resale of the exchange notes. The letter of transmittal states that by acknowledging that it will deliver, and by delivering, a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The SEC has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to the exchange notes, other than a resale of an unsold allotment from the original sale of the outstanding notes, with the prospectus contained in the exchange offer registration statement. As described above, under the registration rights agreement, we have agreed to allow participating broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use the prospectus contained in the exchange offer registration statement in connection with the resale of the exchange notes. See "Plan of Distribution."

Terms of the Exchange Offer; Acceptance of Tendered Notes

Upon the terms and subject to the conditions in this prospectus and in the letter of transmittal, we will accept any and all outstanding notes validly tendered and not withdrawn prior to 12:00 midnight, New York City time, on , 2004. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes accepted in the exchange offer. Holders may tender some or all of their notes pursuant to the exchange offer. However, outstanding notes may be tendered only in integral multiples of $1,000 in principal amount.

The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:

•: the exchange notes have been registered under the federal securities laws and will not bear any legend restricting their transfer;
•: the exchange notes bear a series B designation and a different CUSIP number from the outstanding notes; and

•: the holders of the exchange notes will not be entitled to most of the rights under the registration rights agreement, including the provisions for an increase in the interest rate on the outstanding notes in some circumstances relating to the timing of the exchange offer.

The exchange notes will evidence the same debt as the outstanding notes. Holders of exchange notes will be entitled to the benefits of the indenture.

As of the date of this prospectus, $270.0 million in aggregate principal amount at maturity of notes was outstanding. We have fixed , 2004 as the date on which this prospectus and the letter of transmittal will be mailed initially. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC under the Exchange Act.

We shall be deemed to have accepted validly tendered outstanding notes when and if we have given oral or written notice to the exchange agent of our acceptance. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us. If any tendered notes are not accepted for exchange because of an invalid tender, the occurrence of other events described in this prospectus or otherwise, we will return the certificates for any unaccepted notes, at our expense, to the tendering holder as promptly as practicable after the expiration of the exchange offer.

Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees with respect to the exchange of notes. Tendering holders will also not be required to pay transfer taxes in the exchange offer. We will pay all charges and expenses in connection with the exchange offer as described under the subheading "—Solicitation of Tenders; Fees and Expenses." However, we will not pay any taxes incurred in connection with a holder's request to have exchange notes or non-exchanged notes issued in the name of a person other than the registered holder. See "—Transfer Taxes" in this section below.

Expiration Date; Extensions; Amendment

We will accept validly tendered outstanding notes and exchange them promptly for exchange notes in accordance with Rule 14e-1(c) under the Exchange Act. The exchange offer will expire at 12:00 midnight, New York City time, on , 2004, or the "Expiration Date," unless we extend the exchange offer. To extend the exchange offer, we will notify the exchange agent and each registered holder of any extension before 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. We reserve the right to extend the exchange offer, delay accepting any tendered notes or, if any of the conditions described below under the heading "—Conditions to the Exchange Offer" have not been satisfied, to terminate the exchange offer. We also reserve the right to amend the terms of the exchange offer in any manner. We will give oral or written notice of such delay, extension, termination or amendment to the exchange agent.

Interest on the Exchange Notes

The exchange notes will bear interest from the most recent interest payment date to which interest has been paid on the outstanding notes or, if no interest has been paid, from July 2, 2003. Interest on the outstanding notes accepted for exchange will cease to accrue upon the issuance of the exchange notes.

Procedures for Tendering Outstanding Notes

Only a holder of outstanding notes may tender notes in the exchange offer. To tender in the exchange offer, you must:

•: complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal;

•: have the signatures guaranteed if required by the letter of transmittal; and
•: mail or otherwise deliver the letter of transmittal or such facsimile, together with the outstanding notes and any other required documents, to the exchange agent prior to 12:00 midnight, New York City time, on the Expiration Date.

To tender outstanding notes effectively, you must complete the letter of transmittal and other required documents and the exchange agent must receive all the documents prior to 12:00 midnight, New York City time, on the Expiration Date. Delivery of the outstanding notes may be made by book-entry transfer in accordance with the procedures described below. The exchange agent must receive confirmation of book-entry transfer prior to the Expiration Date.

By executing the letter of transmittal, you will make to us the representations set forth in the first paragraph under the heading "—Transferability of the Exchange Notes."

All tenders not withdrawn before the Expiration Date and the acceptance of the tender by us will constitute agreement between you and us under the terms and subject to the conditions in this prospectus and in the letter of transmittal including an agreement to deliver good and marketable title to all tendered notes prior to the Expiration Date free and clear of all liens, charges, claims, encumbrances, adverse claims and rights and restrictions of any kind.

The method of delivery of outstanding notes and the letter of transmittal and all other required documents to the exchange agent is at the election and sole risk of the holder. Instead of delivery by mail, you should use an overnight or hand delivery service. In all cases, you should allow for sufficient time to ensure delivery to the exchange agent before the expiration of the exchange offer. You may request your broker, dealer, commercial bank, trust company or nominee to effect these transactions for you. You should not send any note, letter of transmittal or other required document to us.

If your notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you desire to tender, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. See "Instruction to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner" included with the letter of transmittal.

The exchange of notes will be made only after timely receipt by the exchange agent of certificates for outstanding notes, a letter of transmittal and all other required documents, or timely completion of a book-entry transfer. If any tendered notes are not accepted for any reason or if outstanding notes are submitted for a greater principal amount than the holder desires to exchange, the exchange agent will return such unaccepted or non-exchanged notes to the tendering holder promptly after the expiration or termination of the exchange offer. In the case of outstanding notes tendered by book-entry transfer, the exchange agent will credit the non-exchanged notes to an account maintained with The Depository Trust Company.

Guarantee of Signatures

Holders must obtain a guarantee of all signatures on a letter of transmittal or a notice of withdrawal unless the outstanding notes are tendered:

•: by a registered holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal; or
•: for the account of an "eligible guarantor institution."

Signature guarantees must be made by a member of or participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program, the Stock Exchange Medallion Program or by an "eligible guarantor institution" within the meaning of Rule 17Ad-15 promulgated under the Exchange Act (namely, banks; brokers and dealers; credit unions;

national securities exchanges; registered securities associations; learning agencies; and savings associations).

Signature on the Letter of Transmittal; Bond Powers and Endorsements

If the letter of transmittal is signed by a person other than the registered holder of the outstanding notes, the registered holder must endorse the outstanding notes or provide a properly completed bond power. Any such endorsement or bond power must be signed by the registered holder as that registered holder's name appears on the outstanding notes. Signatures on such outstanding notes and bond powers must be guaranteed by an "eligible guarantor institution."

If you sign the letter of transmittal or any outstanding notes or bond power as a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, fiduciary or in any other representative capacity, you must so indicate when signing. You must submit satisfactory evidence to the exchange agent of your authority to act in such capacity.

Book-Entry Transfer

We understand that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the outstanding notes at the book-entry transfer facility, The Depository Trust Company, or the "DTC," for the purpose of facilitating the exchange offer. Subject to the establishment of the accounts, any financial institution that is a participant in DTC's system may make book-entry delivery of outstanding notes by causing DTC to transfer such notes into the exchange agent's account in accordance with DTC's procedures for such transfer. However, although delivery of outstanding notes may be effected through book-entry transfer into the exchange agent's account at DTC, the letter of transmittal (or a manually signed facsimile of the letter of transmittal) with any required signature guarantees, or an "agent's message" in connection with a book-entry transfer, and any other required documents, must, in any case, be transmitted to and received by the exchange agent, or the guaranteed delivery procedures set forth below must be complied with, in each case, prior to the Expiration Date. Delivery of documents to DTC does not constitute delivery to the exchange agent.

The exchange agent and DTC have confirmed that the exchange offer is eligible for the DTC Automated Tender Offer Program. Accordingly, the DTC participants may electronically transmit their acceptance of the exchange offer by causing the DTC to transfer outstanding notes to the exchange agent in accordance with DTC's Automated Tender Offer Program procedures for transfer. Upon receipt of such holder's acceptance through the Automated Tender Offer Program, DTC will edit and verify the acceptance and send an "agent's message" to the exchange agent for its acceptance. Delivery of tendered notes must be made to the exchange agent pursuant to the book-entry delivery procedures set forth above, or the tendering DTC participant must comply with the guaranteed delivery procedures set forth below.

The term "agent's message" means a message transmitted by DTC, and received by the exchange agent and forming part of the confirmation of a book-entry transfer, which states that:

•: DTC has received an express acknowledgment from the participant in DTC tendering notes subject to the book-entry confirmation;
•: the participant has received and agrees to be bound by the terms of the letter of transmittal; and
•: we may enforce such agreement against such participant.

In the case of an agent's message relating to guaranteed delivery, the term means a message transmitted by DTC and received by the exchange agent, which states that DTC has received an

express acknowledgment from the participant in DTC tendering notes that such participant has received and agrees to be bound by the notice of guaranteed delivery.

Determination of Valid Tenders; Vought's Rights Under the Exchange Offer

All questions as to the validity, form, eligibility, time of receipt, acceptance and withdrawal of tendered notes will be determined by us in our sole discretion, which determination will be final and binding on all parties. We expressly reserve the absolute right, in our sole discretion, to reject any or all outstanding notes not properly tendered or any outstanding notes the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the absolute right in our sole discretion to waive or amend any conditions of the exchange offer or to waive any defects or irregularities of tender for any particular note, whether or not similar defects or irregularities are waived in the case of other notes. Our interpretation of the terms and conditions of the exchange offer will be final and binding on all parties. No alternative, conditional or contingent tenders will be accepted. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured by the tendering holder within such time as we determine.

We intend to notify holders of defects or irregularities in tenders of outstanding notes. Holders will be deemed to have tendered outstanding notes only when such defects or irregularities have been cured or waived. The exchange agent will return to the tendering holder, after the expiration of the exchange offer, any outstanding notes that are not properly tendered and as to which the defects have not been cured or waived.

Guaranteed Delivery Procedures

If you desire to tender outstanding notes pursuant to the exchange offer and (1) certificates representing such outstanding notes are not immediately available, (2) time will not permit your letter of transmittal, certificates representing such outstanding notes and all other required documents to reach the exchange agent on or prior to the Expiration Date, or (3) the procedures for book-entry transfer (including delivery of an agent's message) cannot be completed on or prior to the Expiration Date, you may nevertheless tender such notes with the effect that such tender will be deemed to have been received on or prior to the Expiration Date if all the following conditions are satisfied:

•: you must effect your tender through an "eligible guarantor institution," which is defined above under the heading "—Guarantee of Signatures";
•: a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us herewith, or an agent's message with respect to guaranteed delivery that is accepted by us, is received by the exchange agent on or prior to the Expiration Date as provided below; and
•: the certificates for the tendered notes, in proper form for transfer (or a book-entry confirmation of the transfer of such notes into the exchange agent account at DTC as described above), together with a letter of transmittal (or a manually signed facsimile of the letter of transmittal) properly completed and duly executed, with any signature guarantees and any other documents required by the letter of transmittal or a properly transmitted agent's message, are received by the exchange agent within three New York Stock Exchange, Inc. trading days after the date of execution of the notice of guaranteed delivery.

The notice of guaranteed delivery may be sent by hand delivery, facsimile transmission or mail to the exchange agent and must include a guarantee by an eligible guarantor institution in the form set forth in the notice of guaranteed delivery.

Withdrawal Rights

Except as otherwise provided in this prospectus, you may withdraw tendered notes at any time before 12:00 midnight, New York City time, on , 2004. For a withdrawal of tendered notes to be effective, a written or facsimile transmission notice of withdrawal must be received by the exchange agent on or prior to the expiration of the exchange offer. For DTC participants, a written notice of withdrawal may be made by electronic transmission through DTC's Automated Tender Offer Program. Any notice of withdrawal must:

•: specify the name of the person having tendered the notes to be withdrawn;
•: identify the notes to be withdrawn, including the certificate number(s) and principal amount of such notes, or, in the case of notes transferred by book-entry transfer, the name and number of the account at DTC;
•: be signed by the holder in the same manner as the original signature on the letter of transmittal by which such notes were tendered, with any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the notes register the transfer of such notes into the name of the person withdrawing the tender and a properly completed irrevocable proxy authorizing such person to effect such withdrawal on behalf of such holder; and
•: specify the name in which any such notes are to be registered, if different from that of the registered holder.

Any permitted withdrawal of notes may not be rescinded. Any notes properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the exchange offer. The exchange agent will return any withdrawn notes without cost to the holder promptly after withdrawal of the notes. Holders may retender properly withdrawn notes at any time before the expiration of the exchange offer by following one of the procedures described above under the heading "—Procedures for Tendering Outstanding Notes."

Conditions to the Exchange Offer

Notwithstanding any other term of the exchange offer, we shall not be required to accept for exchange, or issue any exchange notes for, any outstanding notes, and may terminate or amend the exchange offer as provided in this prospectus before the acceptance of the outstanding notes, if we determine that the exchange offer violates any law, statute, rule, regulation or interpretation by the staff of the SEC or any order of any governmental agency or court of competent jurisdiction.

These conditions are for the sole benefit of Vought and may be asserted or waived by us in whole or in part at any time and from time to time in our sole discretion. Our failure to exercise any of these rights at any time will not be deemed a waiver of such rights and each of such rights shall be deemed an ongoing right which may be asserted by us at any time and from time to time.

In addition, we will accept for exchange any outstanding notes tendered, and no exchange notes will be issued in exchange for those outstanding notes, if at any time any stop order is threatened or issued with respect to the registration statement for the exchange offer and the exchange notes or the qualification of the indenture under the Trust Indenture Act of 1939. In any such event, we must use every reasonable effort to obtain the withdrawal or lifting of any stop order at the earliest possible moment.

Effect of Not Tendering

To the extent outstanding notes are tendered and accepted in the exchange offer, the principal amount of outstanding notes will be reduced by the amount so tendered and a holder's ability to sell

untendered outstanding notes could be adversely affected. In addition, after the completion of the exchange offer, the outstanding notes will remain subject to restrictions on transfer. Since the outstanding notes have not been registered under the federal securities laws, they bear a legend restricting their transfer absent registration or the availability of a specific exemption from registration. The holders of outstanding notes not tendered will have no further registration rights, except for the limited registration rights described above under the heading "—Purpose of the Exchange Offer."

Accordingly, the notes not tendered may be resold only:

•: to us or our subsidiaries;
•: pursuant to a registration statement which has been declared effective under the Securities Act;
•: for so long as the notes are eligible for resale pursuant to Rule 144A under the Securities Act to a person the seller reasonably believes is a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A; or
•: pursuant to any other available exemption from the registration requirements of the Securities Act (in which case Vought and the trustee shall have the right to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to Vought and the trustee), subject in each of the foregoing cases to any requirements of law that the disposition of the seller's property or the property of such investor account or accounts be at all times within its or their control and in compliance with any applicable state securities laws.

Upon completion of the exchange offer, due to the restrictions on transfer of the outstanding notes and the absence of such restrictions applicable to the exchange notes, it is likely that the market, if any, for outstanding notes will be relatively less liquid than the market for exchange notes. Consequently, holders of outstanding notes who do not participate in the exchange offer could experience significant diminution in the value of their outstanding notes, compared to the value of the exchange notes.

Regulatory Approvals

Other than the federal securities laws, there are no federal or state regulatory requirements that we must comply with and there are no approvals that we must obtain in connection with the exchange offer.

Solicitation of Tenders; Fees and Expenses

We will bear the expenses of soliciting tenders. We are mailing the principal solicitation. However, our officers and regular employees and those of our affiliates may make additional solicitation by telegraph, telecopy, telephone or in person.

We have not retained any dealer-manager in connection with the exchange offer. We will not make any payments to brokers, dealers, or others soliciting acceptances of the exchange offer. However, we may pay the exchange agent reasonable and customary fees for its services and may reimburse it for its reasonable out-of-pocket expenses.

We will pay the cash expenses incurred in connection with the exchange offer. These expenses include fees and expenses of the exchange agent and trustee, accounting and legal fees and printing costs, among others.

Accounting Treatment

The exchange notes will be recorded at the same carrying value as the outstanding notes. The carrying value is face value. Accordingly, we will recognize no gain or loss for accounting purposes. The expenses of the exchange offer will be expensed over the term of the exchange notes.

Transfer Taxes

We will pay all transfer taxes, if any, required to be paid by us in connection with the exchange of the outstanding notes for the exchange notes. However, holders who instruct us to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted for exchange be returned to, a person other than the registered holder will be responsible for the payment of any transfer tax arising from such transfer.

The Exchange Agent

Wells Fargo Bank Minnesota, National Association is serving as the exchange agent for the exchange offer. ALL EXECUTED LETTERS OF TRANSMITTAL SHOULD BE SENT TO THE EXCHANGE AGENT AT THE ADDRESS LISTED BELOW. Questions, requests for assistance and requests for additional copies of this prospectus or the letter of transmittal should be directed to the exchange agent at the address or telephone number listed below.

By Registered or Certified Mail:		Wells Fargo Bank Minnesota, National Association 213 Court Street, Suite 703 Middletown, Connecticut 06457 Attn: CORPORATE TRUST ADMINISTRATION
By Overnight Courier or By Hand:		Wells Fargo Bank Minnesota, National Association 213 Court Street, Suite 703 Middletown, Connecticut 06457 Attn: CORPORATE TRUST ADMINISTRATION
Confirm by Telephone:		860-704-6217

Originals of all documents sent by facsimile should be promptly sent to the exchange agent by registered or certified mail, by hand, or by overnight delivery service.

DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the registration rights agreements, dated July 2, 2003, by and among us, the subsidiary guarantors and the initial purchasers of the outstanding notes. We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. We will receive in exchange outstanding notes in like principal amount. We will retire or cancel all of the outstanding notes tendered in the exchange offer.

CAPITALIZATION

The following table sets forth Vought's capitalization as of September 28, 2003. It includes the effect of the Aerostructures Acquisition and the related financing transactions. The information in this table should be read in conjunction with "Unaudited Pro Forma Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our combined financial statements and related notes thereto included elsewhere in this prospectus.

			September 28, 2003
			(Unaudited)
Cash and cash equivalents			$	187.0

Senior secured credit facilities
	Revolving credit facility			—	(1)
	Term loan A			—
	Term loan B			74.1
	Term loan C			122.3
	Term loan X			99.5

		Total senior secured credit facilities		295.9
Capital leases				4.3
8% senior notes due 2011				270.0

		Total debt		570.2
Stockholders' equity (deficit)				(280.6	)

	Total		$	289.6

(1): The amended revolving credit facility has borrowing availability of $150.0 million, reduced by outstanding letters of credit of $48.5 million.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

Because the Aerostructures Acquisition was consummated on July 2, 2003, the historical unaudited consolidated balance sheet of Vought as of September 28, 2003 includes the assets and liabilities of Aerostructures on a consolidated basis and no pro forma adjustments are required.

The following unaudited pro forma condensed combined statements of operations for the year ended December 31, 2002 and the nine months ended September 28, 2003 are based on the historical consolidated financial statements of Vought and Aerostructures after giving effect to the Aerostructures Acquisition using the purchase method of accounting, the other parts of the Transactions and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial data.

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2002 and the nine months ended September 28, 2003 give effect to the Transactions as if they occurred at the beginning of the earliest period presented. The unaudited pro forma condensed combined statements of operations exclude non-recurring items directly attributable to the Transactions.

The unaudited pro forma condensed combined financial data is based on preliminary estimates and assumptions set forth in the notes to such information. Pro forma adjustments are necessary to reflect the purchase price, new debt and equity structure and to adjust amounts related to Aerostructures' net tangible and intangible assets to a preliminary estimate of their fair values. Pro forma adjustments are also necessary to reflect the amortization expense related to amortizable intangible assets, changes in depreciation and amortization expense resulting from fair value adjustments to net tangible assets, interest expense, and the income tax effect related to the pro forma adjustments.

The December 31, 2002 and the nine months ended September 28, 2003 pro forma adjustments and allocation of purchase price have been adjusted to reflect the current valuation of the assets acquired and liabilities assumed and are based on management's estimates of their fair value. The pro forma adjustments and allocation of purchase price will be completed after asset and liability valuations are finalized. This final valuation will be based on the actual net tangible and intangible assets of Aerostructures that exist as of the date of the completion of the Transactions and will be included in the audited financial statements for the year ended December 31, 2003. Any final adjustments may change the allocations of purchase price which could affect the fair value assigned to the assets and liabilities and could result in a change to the unaudited pro forma condensed combined financial data. In addition, the impact of integration activities could cause material differences in the information presented.

The unaudited pro forma condensed combined financial data are presented for informational purposes only and have been derived from, and should be read in conjunction with, the historical consolidated financial statements of Vought and Aerostructures, including the notes thereto. The pro forma adjustments, as described in the notes to the unaudited pro forma condensed combined financial data, are based on currently available information and adjustments that we believe are reasonable. They are not necessarily indicative of our consolidated financial position or results of operations that would have occurred had the Transactions taken place on the dates indicated, nor are they necessarily indicative of future consolidated financial position or results of operations.

Unaudited Pro Forma Condensed Combined Statement of Operations

Year Ended December 31, 2002

($ in millions)

			Vought			Aerostructures			Pro Forma Adjustments			Pro Forma Condensed Combined
Net sales			$	1,200.7		$	300.1		$	(1.5	)(1)	$	1,499.3
Costs and expenses
	Cost of sales		$	1,051.9		$	250.7		$	(17.3	)(2)	$	1,285.3
	Selling, general, administrative and amortization expenses			186.8			22.8			4.1	(3)		213.7
	Intangible impairment charge			5.9			—			—			5.9

	Total costs and expenses		$	1,244.6		$	273.5		$	(13.2	)	$	1,504.9

Operating (loss) income			$	(43.9	)	$	26.6		$	11.7		$	(5.6	)
Other income (expense)
	Other income (expense)		$	6.1		$	1.8		$	(3.4	)(4)	$	4.5
	Interest income (expense)			(41.9	)		(13.7	)		(7.9	)(5)		(63.5	)

		Income (loss) before taxes	$	(79.7	)	$	14.7		$	0.4		$	(64.6	)
Income taxes				—			(6.0	)		—			(6.0	)

Net (loss) income			$	(79.7	)	$	8.7		$	0.4		$	(70.6	)

Pro forma ratio of earnings to fixed charges(6)													—

*: Notes begin on page 43.

Unaudited Pro Forma Condensed Combined Statement of Operations

Nine Months Ended September 28, 2003

($ in millions)

			Vought			Aerostructures			Pro Forma Adjustments			Pro Forma Condensed Combined
Net sales			$	796.7		$	195.6		$	(0.6	)(1)	$	991.7
Costs and expenses
	Cost of sales		$	632.9		$	170.1		$	(10.2	)(2)	$	792.8
	Selling, general, administrative and amortization expenses			152.8			24.7			3.1	(3)		180.6
	Intangible impairment charge			—			—			—			—

	Total costs and expenses		$	785.7		$	194.8		$	(7.1	)	$	973.4

Operating (loss) income			$	11.0		$	0.8		$	6.5		$	18.3
Other income (expense)
	Other income (expense)		$	7.6		$	(1.3	)	$	0.8	(4)	$	7.1
	Interest income (expense)			(27.7	)		(5.3	)		(5.5	)(5)		(38.5	)

		Income (loss) before taxes	$	(9.1	)	$	(5.8	)	$	1.8		$	(13.1	)
Income taxes				—			—			—			—

Net (loss) income			$	(9.1	)	$	(5.8	)	$	1.8		$	(13.1	)

Pro forma ratio of earnings to fixed charges(6)													—

*: Notes begin on page 43.

Notes to Unaudited Pro Forma Condensed Combined
Statement of Operations

Summary of Pro Forma Adjustments:

			Year Ended December 2002			Nine Months Ended September 28, 2003			Note:
Intercompany Sales			$	(1.5	)	$	(0.6	)	(1)
Cost & Expenses
Cost of sales adjustments
	Elimination of intercompany costs			(1.5	)		(0.6	)
	Increased depreciation for adjustments to PP&E			0.5			0.4
	Effects of adjustments to contracts in process			(16.3	)		(10.0	)

		Subtotal	$	(17.3	)	$	(10.2	)	(2)

Selling, general and administrative adjustments
	Increased amortization for acquired intangibles		$	14.5		$	7.3
	Elimination of Aerostructures' intangible amortization			(0.3	)		(0.1	)
	Reduction in management fees and payroll costs			(10.1	)		(4.1	)

		Subtotal	$	4.1		$	3.1		(3)

Other income/(expense)
	Elimination of the gain or loss on interest rate swaps		$	(3.4	)	$	0.8		(4)
	Adjustments for pro forma interest expense			(7.9	)		(5.5	)	(5)

		Subtotal		(11.3	)		(4.7	)

Total adjustments			$	0.4		$	1.8

(1): Represents elimination of pro forma intercompany sales from Aerostructures to Vought.
(2): Represents cost of sales adjustments for (i) the elimination of costs related to intercompany sales, (ii) increased depreciation resulting from estimated fair value adjustments to property, plant and equipment, rather than historical cost, (iii) the cost of sales adjustments resulting from estimated purchase accounting adjustments to contracts in process to provide reasonable profit allowance for the completion and sale of the related inventories for the contracts in process. Adjustments also include the effects of conforming Aerostructures' program accounting policy for commercial aircraft products to Vought's contract accounting policy.
(3): Represents adjustments for (i) increased intangible asset amortization associated with acquired identified intangibles in connection with the acquisition of Aerostructures. Of the total estimated purchase price, $145.5 million has been allocated to identified intangible assets, including intangibles related to contracts/programs and customer relationships. The intangibles, which are estimated to be amortized over 10 years, are based upon preliminary estimates made by management. Also, represents adjustments for (ii) the elimination of amortization previously recorded by Aerostructures for intangibles, (iii) the reduction of annual management fees paid by Aerostructures to Carlyle Management Group and (iv) the reduction of payroll-related expenses for individuals among management personnel who are required to be separated from Vought according to the terms of the merger agreement.
(4): Represents adjustment to eliminate the historical non-cash gain recorded by Aerostructures related to interest rate swaps that are no longer outstanding.
(5): Interest expense adjustment results from the aggregate impact of the decrease in interest expense attributable to (i) the repayment of the Aerostructures' senior secured credit facility, (ii) the

$60.0 million prepayment of the existing Vought senior secured credit facility, (iii) the elimination of amortization of related debt issuance costs and (iv) offset by the increase in interest expense attributable to the offering of notes hereby and amortization of related debt issuance costs.

(6): For purposes of calculating the ratio of earnings to fixed charges, earnings consist of income (loss) from operations before income taxes plus fixed charges. Fixed charges consist of interest expense, including amortization of debt issuance costs and a portion of the operating lease rental expense deemed to be representative of the interest factor. The consolidated company had an earnings to fixed charges deficiency of $64.6 million and $13.1 million for the year ended December 31, 2002 and the nine months ended September 28, 2003, respectively.

SELECTED HISTORICAL FINANCIAL DATA

Selected Financial Data of Vought

The following selected consolidated balance sheet data as of December 31, 2000, 2001 and 2002 and selected data from the related consolidated statements of operations and cash flows for the period of inception (July 24, 2000) through December 31, 2000 and the years ended December 31, 2001 and 2002 are derived from the audited consolidated financial statements of Vought Aircraft Industries, Inc. The financial data for the nine months ended September 29, 2002 and September 28, 2003 are derived from unaudited consolidated financial statements. The unaudited consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, which Vought considers necessary for a fair presentation of the financial position and the results of operations for these periods.

	Period From Inception (July 24, 2000) to December 31, 2000
				Year Ended December 31,						Nine Months Ended
				Year Ended December 31,						September 29, 2002			September 28, 2003(6)
				2001			2002			September 29, 2002			September 28, 2003(6)
	($ in millions)
Statement of Operations:
Net sales	$	578.3		$	1,422.0		$	1,200.7		$	926.0		$	851.8
Cost of sales		459.7			1,198.1			1,051.9			804.5			678.3
Selling, general & administrative expenses		90.9			206.4			186.8			135.5			168.1
Intangible impairment charge		—			2.0			5.9			—			—

Operating income (loss)		27.7			15.5			(43.9	)		(14.0	)		5.4
Interest expense, net(1)		33.6			71.1			35.8			28.5			20.4

Loss before income taxes and cumulative effect of a change in accounting principle		(5.9	)		(55.6	)		(79.7	)		(42.5	)		(15.0	)
Income taxes (benefit)		—			—			—			—			—

Income (loss) before the cumulative effect of a change in accounting principle		(5.9	)		(55.6	)		(79.7	)		(42.5	)		(15.0	)
Cumulative effect of a change in accounting principle(2)		—			(7.8	)		—			—			—

Net (loss)(3)	$	(5.9	)	$	(63.4	)	$	(79.7	)	$	(42.5	)	$	(15.0	)

Other Financial Data:
Cash flow provided by operating activities	$	67.1		$	182.3		$	166.8		$	157.7		$	165.6
Cash flow used in investing activities		(693.7	)		(35.4	)		(20.8	)		(11.1	)		(204.0	)
Cash flow provided/(used) in financing activities		652.6			(141.0	)		(109.3	)		(64.9	)		156.8
Capital expenditures		12.1			35.9			21.1			11.1			20.7
Ratio of earnings to fixed charges(4)		—			—			—			—			—
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	26.0		$	31.9		$	68.6		$	113.6		$	187.0
Accounts receivable, net		113.2			139.8			86.7			116.0			123.8
Inventories		455.5			318.6			202.7			199.9			209.5
Property, plant and equipment, net		380.2			366.5			334.7			341.4			397.7
Total assets		1,486.7			1,316.0			873.3			1,218.6			1,569.7
Total debt(5)		670.0			505.0			395.6			440.0			570.2
Accumulated other comprehensive loss		(35.1	)		(84.5	)		(528.7	)		(84.5	)		(528.7	)
Stockholders' equity (deficit)		132.5			20.9			(502.9	)		(21.5	)		(280.6	)

(1): Interest expense, net includes the gain or loss on interest rate swaps.
(2): Had the Company adopted SFAS 133 effective July 24, 2000, net loss reported for the period of inception (July 24, 2000) through December 31, 2000 would have increased $7.8 million to a total net loss of $13.7 million.

(3): Net (loss) is calculated before other comprehensive losses relating to minimum pension liability adjustments of $35.1 million, $49.4 million and $444.2 million in 2000, 2001 and 2002, respectively.
(4): For purposes of calculating the ratio of earnings to fixed charges, earnings consist of income (loss) from operations before income taxes plus fixed charges. Fixed charges consist of interest expense, including amortization of debt issuance costs and a portion of the operating lease rental expense deemed to be representative of the interest factor. Vought had an earnings to fixed charges deficiency of $79.7 million, $55.6 million, $5.9 million, $15.0 million and $42.5 million for the years ended December 31, 2002, 2001, period from inception (July 24, 2000) to December 31, 2000 and the nine months ended September 28, 2003 and September 29, 2002, respectively.
(5): Total debt as of September 28, 2003 includes $4.3 million of capitalized leases.
(6): Includes Aerostructures' financial results from July 2, 2003.

Selected Financial Data of Aerostructures

We derived the historical information below from Aerostructures' consolidated audited financial statements for the years ended December 29, 2000, December 28, 2001 and December 27, 2002 and from Aerostructures' unaudited financial statements for the years ended January 2, 1999 and December 31, 1999 and for the six months ended June 28, 2002 and July 1, 2003. The information is only a summary and should be read in conjunction with "Capitalization," "Unaudited Pro Forma Condensed Combined Financial Data," "Selected Historical Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Aerostructures' consolidated financial statements and notes thereto included elsewhere in this prospectus. The historical results included below and elsewhere in this document are not indicative of the future performance of Aerostructures or the consolidated company.

		Year Ended															Six Months Ended
		Jan. 2, 1999			Dec. 31, 1999			Dec. 29, 2000			Dec. 28, 2001			Dec. 27, 2002			June 28, 2002			July 1, 2003
		($ in millions)
Consolidated Income Statement Data:
Sales		$	358.4		$	365.2		$	408.8		$	367.5		$	300.1		$	164.4		$	140.5
Cost of sales			318.0			355.1			355.7			319.4			250.7			139.9			124.7

Gross profit			40.4			10.1			53.1			48.1			49.4			24.5			15.8
Selling, general, administrative and amortization expenses			18.7			24.6			29.2			26.0			22.8			11.1			9.4

Operating income (loss)			21.7			(14.5	)		23.9			22.1			26.6			13.4			6.4
Interest expense, net(1)			25.4			26.1			25.2			19.7			10.3			7.1			6.1
Other expense, net			2.0			3.7			1.1			0.2			1.6			0.2			0.3

Income (loss) before income taxes and cumulative effect of a change in accounting principle			(5.7	)		(44.3	)		(2.4	)		2.2			14.8			6.1			—
Provision (benefit) for income taxes			(2.2	)		(17.2	)		(0.2	)		(18.3	)		6.0			2.3			—
Income (loss) before cumulative effect of a change in accounting principle			(3.5	)		(27.1	)		(2.2	)		20.5			8.8			3.8			—
Cumulative effect of a change in accounting principle, net of tax			3.8			—			—			1.0			—			—			—

	Net income (loss)(2)	$	(7.3	)	$	(27.1	)	$	(2.2	)	$	19.5		$	8.8		$	3.8			—

Other Financial Data:
Cash flow provided by (used in) operating activities		$	(51.2	)	$	8.3		$	76.9		$	72.7		$	39.5		$	38.2		$	10.0
Cash flow used in investing activities			(16.5	)		(6.3	)		(1.4	)		(7.6	)		(6.7	)		(2.6	)		(2.9	)
Cash flow provided by (used in) financing activities			67.8			(0.3	)		(62.6	)		(79.8	)		(32.9	)		(30.8	)		(5.4	)
Capital expenditures			16.5			7.2			2.0			7.6			6.8			2.6			2.9
Consolidated Balance Sheet Data:
Cash and cash equivalents		$	0.2		$	2.0		$	15.0		$	0.3		$	0.2		$	5.2		$	1.9
Accounts receivable, net			35.7			27.6			30.9			30.4			33.7			29.0			28.1
Inventories			204.8			192.3			132.3			82.5			70.5			62.1			77.6
Property, plant and equipment, net			162.5			141.1			115.3			102.2			87.3			94.4			83.0
Total assets			482.1			457.6			389.2			334.2			298.7			304.9			297.8
Total debt(3)			288.8			295.3			237.0			164.3			141.3			139.0			139.7
Other comprehensive loss (Pension)			—			—			—			—			(43.3	)		—			(43.3	)
Stockholders' equity (deficit)			48.8			21.6			19.4			38.9			4.4			42.7			4.4

(1): Interest expense, net includes the gain or loss on interest rate swaps.
(2): Net income (loss) is calculated before a comprehensive loss related to the establishment of a minimum pension liability in the amount of $43.3 million in 2002.
(3): Total debt at July 1, 2003 is presented gross of an original issue discount of $1.8 million and also includes $4.5 million of capitalized leases. See "TA Acquisition Holdings, Inc." on page F-48.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following section may include forward-looking statements that involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking statements. These factors include (i) reduced demand for new commercial aircraft due to reduction in airline traffic, (ii) business risks inherent to the airline industry including armed conflict, terrorism, global health warnings, government regulation, rising fuel and labor costs, lower than expected profitability, and general economic conditions and (iii) reduced demand for military aircraft due to reductions in defense spending, cancellation or modification of military aircraft programs and changes to government export controls. Management's discussion and analysis should be read in conjunction with the respective financial statements of Vought and Aerostructures and the accompanying notes contained therein, each contained elsewhere in this prospectus.

General

On July 2, 2003, Vought completed the acquisition of TA Acquisition Holdings, Inc. ("Holdings") and its wholly owned subsidiary, Aerostructures. In exchange for 100% of the outstanding common and preferred stock of Holdings, Vought issued common stock to Holdings' shareholders that represented 27.5% of the fully-diluted equity of the combined company, paid $44.9 million in cash to Aerostructures, which was used to settle certain obligations and retired $135.2 million of Aerostructures' debt. Aerostructures operated as a wholly-owned subsidiary of Vought from the date of the Aerostructures Acquisition until it merged with and into Vought on January 1, 2004. As discussed in the Liquidity and Capital Resources section below, we also issued $270.0 million of 8% Senior Notes due 2011 in conjunction with the Aerostructures Acquisition.

The following management's discussion and analysis generally addresses the operations and financial condition of Vought and Aerostructures on a combined basis, except that the historical results of operations and accounting policies are presented separately for each company. For Vought, these separate discussions cover the period from July 24, 2000 (the date on which Vought acquired its assets and operations from Northrop Grumman) through September 28, 2003, and for Aerostructures, these separate discussions cover the period from January 1, 2000 through July 1, 2003 (the last date before which Aerostructures was acquired by Vought). Vought's fiscal year ends on December 31 of each calendar year, and its interim fiscal quarters end on the last Sunday of March, June and September of each year. Aerostructures operated on a 52/53 week fiscal year that approximates the calendar year, and its last three fiscal years have ended on December 27, 2002, December 28, 2001 and December 29, 2000. Similarly, Aerostructures' second fiscal quarter of the last fiscal year ended on June 28, 2002 and Aerostructures' second fiscal quarter in the current fiscal year ended on July 1, 2003, the last day before it was acquired by Vought.

Business

We have long-term contracts for delivery of aerostructures. Because of the long lead times associated with the production of an aircraft, we have considerable visibility with respect to near-term demand for existing aircraft programs that we support, and our customers give us guidance with respect to expected unit delivery rates. This guidance generally looks forward for at least two years. These long lead times and associated periodic customer guidance allow us to adjust our variable costs and working capital requirements to reflect expected near-term production rates, and to adjust our fixed costs over the long-term to reflect changes in industry demand for our products.

We build structural assemblies for commercial, military and business jet aircraft programs. In most cases, our customer is the primary manufacturer for the aircraft program. On a pro forma basis after giving effect to the Transactions, approximately 45.9%, 39.8% and 14.3% of our revenues for the nine

months ended September 28, 2003 were generated from our commercial, military and business jet aircraft programs, respectively. We classify our programs to better understand the different end-customer demand factors that affect our business. The types of products we supply to each program are substantially similar—engineered and manufactured aerostructures—and we manage and operate these programs in a single segment for financial reporting purposes.

While we have long-term contracts for each program, we generally build our inventory and deliver products pursuant to separate purchase orders under those contracts. We measure backlog for commercial and business jet programs as firm orders, and backlog for military programs as funded orders or authorizations to proceed, in each case for products that have not yet been shipped to our customer. In addition to our backlog, our contracts provide for additional units for which we have not yet received a firm order, a funded order or an authorization to proceed. Our measure of backlog produces a number that is significantly lower than the estimated aggregate dollar value of our contracts because this measure excludes (i) commercial orders that are not firm, (ii) military orders that are not funded or authorized and (iii) commercial and military units under contract for which we have not yet received orders. Using our measure of backlog, we estimate that as of September 28, 2003, our backlog was approximately $1.8 billion. Our backlog may fluctuate at any time depending on new firm orders, funded orders or authorizations to proceed that are received, as well as orders that are shipped, immediately before the date of measurement. See "Business—Backlog." We estimate that the aggregate dollar value of additional units under contract, which is not included in backlog, was approximately $7.0 billion as of September 28, 2003. However, we make significant estimates in calculating the remaining contract value of units not included in backlog. For instance, while many of our contracts provide for a specified number of units, some of our contracts call for provision of our products over a period of time and at prices that may be subject to escalation rates. Accordingly, we must estimate the number of units that will be produced under the contract, the prices applicable to those units and the delivery rates under the contract.

The manner in which we invoice our customers depends on the type of program for which we are invoicing. For most commercial and some business jet aircraft programs, we invoice our customers when deliveries are made. For most military aircraft programs, we invoice our customers for progress payments or, in some cases, upon completion of contractual milestones. For the Gulfstream V business jet aircraft program, we receive a percentage of revenues as and when payments are received from the end customer. Generally our payment terms are 30 days from the date of invoice. However, in some cases the end customers of completed aircraft have requested payment term concessions from the primary aircraft manufacturers, and our customers in turn occasionally have asked us for extended payment terms.

As required by generally accepted accounting principles, Vought immediately accrues forward loss provisions when a loss is reasonably determinable. The estimated loss may arise based on a reduction in delivery rates or on other changes in production that increase estimated future costs. Moreover, changes in production rates on a given program can impact the overhead absorption of other programs, effectively reallocating fixed overhead costs among programs and among remaining deliverables under the contract. Subsequent revisions in forward loss estimates are recorded in the period in which the revised losses become evident and the resulting increase or decrease is reflected in net income. In the case of Vought, the impact of revisions in loss estimates is recognized on a cumulative catch-up basis in the period in which the revisions are made.

Our capital expenditure needs are based on (1) ongoing investments in facilities and tooling to sustain, refurbish and improve our capabilities on existing programs and (2) investment for new facilities, tooling and other non-recurring start-up costs for new business that cannot be absorbed by existing production capacity. Ongoing capital expenditures for existing programs are relatively constant as compared with capital expenditures for new programs, which may fluctuate significantly. In cases where we win a major contract, we may make significant capital expenditures to support the program.

While we may make contingent plans for significant capital expenditures depending on pursuit of new business, our ability to win new contracts varies with the availability of new programs, as well as opportunities to win new business on existing aircraft production programs from our customers and competitors. Accordingly, to some extent we forecast future capital expenditures for new business on a contingent basis that is heavily dependent on the success of our bids. In the future, we may choose to pursue new business opportunities in a joint venture or similar collaborative effort with other suppliers of aerostructures in order to provide better products to our customers. In these cases, we may share investment in such joint ventures or collaborative efforts. Moreover, in new programs we may commit to provide components to our customers at negotiated prices before we have fully developed the product or our production capability. In those cases, we take a risk that we can manage the investment costs to produce the final product at a positive rate of return. We estimate projected revenues and profitability in relation to our fixed investment and there can be no assurance that our pricing of new products will fully recover the investment we commit to new programs. To the extent possible, we manage our facilities and labor force to appropriately reflect long-term trends in demand for our products, although demand may decline more rapidly than we are able to decrease costs.

From time to time, the company also considers potential mergers and acquisitions to further enhance the company value. Occasionally, we may enter into due diligence with potential targets. Funds required for mergers and acquisitions, including purchase price, closing costs and working capital requirements, may come from excess internally generated cash flow, additional equity contributions or additional financing.

Financial Business Trends

The financial health of the commercial airline industry has a direct and significant effect on our commercial aircraft programs. The commercial airline industry has been negatively impacted in recent periods by an economic downturn that began in 2000, the terrorist attacks of September 11, 2001 and, more recently, by rapidly increasing fuel costs and global health warnings regarding severe acute respiratory syndrome, or SARS, that discouraged people from traveling worldwide. As commercial airline companies delay or cancel new aircraft orders, aircraft manufacturers and their suppliers experience reduced delivery rates. For example, Boeing delivered 381 aircraft in 2002, down approximately 28% from 527 aircraft in 2001, and Boeing's deliveries in 2003 were further reduced by approximately 26% to 281 aircraft. Airbus, which delivered 303 aircraft in 2002, delivered 305 aircraft in 2003. We believe this trend will continue through 2004 with recovery in 2005 or later. In addition, Boeing has announced its decision to end production of the 757 program, with the final aircraft scheduled to be produced in late 2004. Vought supplies Boeing with the 757 empennage, spoilers, and various doors. Due to these events, management evaluated the estimate to complete the 757 program and recorded a $10.0 million charge in the third quarter of 2003. The backlog and demand for the Boeing 767 program has also declined in recent years. We cannot assure you that the commercial airlines will order additional aircraft in the future in sufficient quantities to justify continued production of this model.

In contrast, our sales associated with military aircraft continue to trend upwards in line with recent increases in U.S. military spending. The Department of Defense budget for fiscal year 2004 supports this trend. In 2001 and 2002, Vought was awarded contracts to build the P-3 Orion wing, F-22 Raptor horizontal stabilator, Global Hawk enhanced wing, C-5 Galaxy flight control surfaces, F-35 Joint Strike Fighter lower wing skins and also signed an agreement to provide 60 additional empennage sets, nacelle components and refueling receptacles for the C-17 Globemaster III. In negotiating the follow-on contract for the C-17 Globemaster III program, we agreed to a lower price per ship set in order to obtain a long-term multi-year contract with more favorable terms and conditions. Accordingly, beginning in 2004 our revenues on the C-17 Globemaster III program will reflect the new terms and

pricing which may have an impact on our total net sales. In the first quarter of 2003, Aerostructures signed a contract extension to provide an additional 62 empennages for the C-130J.

Management has undertaken extensive business consolidation and restructuring measures to reduce the infrastructure costs in response to lower near-term commercial build rates. In connection with these initiatives, Vought relocated the operations of its facility in Perry, Georgia and closed that facility. Before the Aerostructures Acquisition, both Vought and Aerostructures had implemented and completed programs to reduce their headcount by approximately 21% (since August 2000) and 50% (since 1999), respectively. Excess capacity for the combined entity will require further reductions. Currently, management is planning reductions in operating expenses for the combined entity and currently intends to implement plans that provide for additional employee reductions, health and other employee benefit design changes and significant consolidation of operating facilities. Planned facilities consolidation is expected to be completed in the 2004-2006 time frame. Other initiatives to reduce operating expenses include investing in capital equipment to increase productivity, reducing waste and rework, and entering into long-term contracts with more advantageous prices with suppliers.

Despite the industry downturn in demand for commercial aircraft, we have generated substantial positive cash flow from operations and reduced our total debt substantially. We are aggressively pursuing additional new business opportunities in the near term, particularly in military aircraft programs, which have the potential to further add to the long-term contracts of the company. However, we currently expect that our results of operations for the year ended December 31, 2003 will be lower than the year ended December 31, 2002. Based on the firm orders and contract guidance given to us by our customers as of September 28, 2003, we currently expect our deliveries on commercial and business jet aircraft programs for the first quarter of 2004 will be slightly lower than the first quarter of 2003.

Vought

Financial Statement Presentation for Vought

The following paragraphs provide a brief description of some items that appear in the financial statements of Vought and general factors that impact these items.

Net sales. Net sales represents gross sales less eliminations for sales to wholly-owned subsidiaries. Sales are recorded on production contracts as deliveries are made and, in certain circumstances, upon acceptance of the completed aircraft by the end-customer.

Cost of sales. Cost of sales includes costs of engineering, manufacturing and quality assurance necessary to produce contract deliverables. Such costs include direct and indirect materials, direct and indirect labor costs (including fringe benefits), supplies, utilities, depreciation and other costs.

Selling, general and administrative expenses. Selling, general and administrative expenses primarily include expenses for executive management, program management, business management, human resources and legal. The major cost elements of selling, general and administrative expenses include salary and wages, fringe benefits (including pension), travel and supplies. In addition, these expenses include intangible amortization, information technology cost, retiree health care, commercial research and development, and costs that are not allowed under government contracts.

Operating income (loss). Operating income (loss) reflects net sales as reduced by cost of sales and selling, general and administrative expenses and as further reduced by intangible impairment charges.

Interest expense, net. Interest expense, net reflects interest income and expense, and includes the effects of interest rate swaps and the amortization of capitalized debt origination costs. Gains and losses from interest rate swaps are included on the accrual basis in interest expense and the gain or loss during the period represents the change in fair value of interest rate swaps.

Net income (loss). Net income (loss) reflects operating income (loss) as impacted by (i) interest income (expense), (ii) income taxes and (iii) the cumulative effect of changes in accounting principles.

Results of Operations

Comparison of Results of Operations of Vought for the Nine Months Ended September 28, 2003 and September 29, 2002

Net sales. Net sales for the nine months ended September 28, 2003 were $851.8 million, a decrease of $74.2 million or 8.0% compared with net sales of $926.0 million for the same period in the prior year. Aerostructures is being shown separately for sales comparison purposes. When comparing the nine months of 2003 with the same period in the prior year:

•: Commercial net sales decreased by approximately $140.3 million or 28.5% as a result of lower aircraft delivery rates. This decrease in delivery rates was due to the continued economic downturn generally and the adverse effects of the terrorist attacks of September 11, 2001 on the commercial airline industry;
•: Military net sales increased by approximately $29.8 million or 9.3% primarily due to higher deliveries for the C-17 Globemaster III program and increased sales on the Global Hawk and the F/A-18 programs;
•: Business jet net sales decreased by approximately $18.8 million or 16.6% due to a decrease in delivery rates on the Gulfstream IV and Gulfstream V programs. This decrease in delivery rates was principally due to the adverse effects of the terrorist attacks of September 11, 2001; and
•: Net sales for Aerostructures for the period from July 2, 2003 to September 28, 2003 were $55.1 million, including $41.1 million for commercial aircraft, $7.2 million for military aircraft and $6.8 million for business jet aircraft. For the year to date, Aerostructures accounted for 6.5% of total sales.

Cost of sales. Cost of sales for the nine months ended September 28, 2003 was $678.3 million, a decrease of $126.2 million or 15.7% compared with cost of sales of $804.5 million for the same period in the prior year. The decrease in cost of sales was due to lower production rates, partially offset by cost of sales from the Aerostructures Acquisition and a $10.0 million charge due to Boeing's decision to end production of the 757 program.

Selling, general and administrative expenses. Selling, general and administrative expenses for the nine months ended September 28, 2003 were $168.1 million, an increase of $32.6 million or 24.1% compared with the selling, general and administrative expenses of $135.5 million for the same period in the prior year. The increase was primarily due to the Aerostructures Acquisition, a first quarter 2003 non-cash stock compensation charge of $11.1 million, and higher disallowed costs on government contracts, partially offset by additional headcount reductions. The non-cash stock compensation charge reflects the impact of an estimated increase in the fair value of Vought's common stock, related to non-recourse notes previously issued to officers for stock purchases, increased deferred compensation liability for Vought's rabbi trust and the modification of stock options in connection with executive retirements. As a percentage of net sales, selling, general and administrative expenses increased to 19.7% from 14.6% in the prior year period.

Operating income (loss). Operating income was $5.4 million for the nine months ended September 28, 2003, compared with an operating loss of ($14.0) million for the same period in the prior year. The improvement in operating income was primarily due to the reasons set forth above. Operating income (loss) represented 0.6% and (1.5%) of net sales for the first nine months of 2003 and the first nine months of 2002, respectively.

Interest expense, net. Interest expense, net for the nine months ended September 28, 2003 was $20.4 million, a decrease of $8.1 million or 28.4% compared with $28.5 million for the same period in the prior year. Interest expense, net declined due to $99.7 million of reductions of Vought senior secured credit facilities made during the intervening period partially offset by the issuance of $270 million of 8% Senior Notes due 2011 and income due to interest rate swaps of $7.6 million in the nine months ended September 28, 2003 compared to $3.1 million in the prior year period.

Net income (loss). Net loss for the nine months ended September 28, 2003 was ($15.0) million, a decrease of $27.5 million or 64.7% compared to net loss of ($42.5) million for the same period in the prior year. The change was due to the reasons set forth above.

Comparison of Results of Operations of Vought for the Years Ended December 31, 2002 and December 31, 2001

Net sales. Net sales were $1,200.7 million for the year ended December 31, 2002, a decrease of $221.3 million or 15.6% compared to net sales of $1,422.0 million for the prior year. When comparing fiscal year 2002 with fiscal year 2001:

•: Commercial aircraft program net sales decreased by approximately 26.2%, primarily reflecting a reduction in delivery rates. This decrease in delivery rates was due to the continued economic downturn generally and the adverse effects of the terrorist attacks of September 11, 2001 on the commercial airline industry;
•: Military aircraft program net sales increased by approximately 5.0% primarily due to incrementally higher delivery rates on particular Boeing C-17 Globemaster III program components; and
•: Business jet aircraft program net sales decreased by approximately 12.1% primarily due to the decrease in sales on Gulfstream V wings, Gulfstream IV nacelle components and a general decline in sales of nacelle components for business jet aircraft. This decrease in delivery rates was principally due to the adverse effects of the terrorist attacks of September 11, 2001.

Cost of sales. Cost of sales for the year ended December 31, 2002 was $1,051.9 million or 87.6% of sales, a decrease of $146.2 million or 12.2% compared to cost of sales of $1,198.1 million or 84.3% of sales in the prior year. The decrease in cost of sales primarily reflects the reduction in delivery rates for commercial and business jet aircraft programs, headcount reductions and productivity improvements, partially offset by forward losses on the Boeing 747 and 767 programs and certain Northrop Grumman military aircraft programs. The estimated forward losses resulted in non-cash charges of approximately $73.2 million in 2002 compared to approximately $19.2 million in 2001. The forward losses on the Boeing 747 and 767 program were recognized following the first quarter of 2002 as a result of management's revised estimates on the expected recovery of demand for commercial aircraft production.

Selling, general and administrative expenses. Selling, general and administrative expenses were $186.8 million for the year ended December 31, 2002, a decrease of $19.6 million or 9.5% compared with selling, general and administrative expenses of $206.4 million for the year ended December 31, 2001. These expenses represented 15.6% and 14.5% of net sales in 2002 and 2001, respectively. The decrease between periods was primarily due to the fact that Vought had amortization of goodwill expense of $9.7 million in 2001, and no comparable expense in 2002 due to Vought's adoption of SFAS 142 on January 1, 2002. These expenses also were reduced in part due to continuing headcount reductions in 2002.

Operating income (loss). Operating loss for the year ended December 31, 2002 was ($43.9) million compared with operating income of $15.5 million in the year ended December 31, 2001. Operating

income (loss) represented (3.7%) and 1.1% of net sales for the respective periods. The decrease in operating income was due to the reasons set forth above.

Interest expense, net. Interest expense, net for the year ended December 31, 2002 was $35.8 million, a decrease of $35.3 million or 49.6% compared to interest expense, net of $71.1 million for the year ended December 31, 2001. We included income of $6.1 million in 2002 and expense of $8.6 million in 2001 due to interest rate swaps. The reduction in interest expense reflects a $109.4 million reduction in Vought's long-term debt between the periods and a reduction in interest rates under our senior secured credit facilities.

Net income (loss). Net loss for the year ended December 31, 2002 was ($79.7) million, an increase of $16.3 million or 25.7% compared to net loss of ($63.4) million in 2001. This increase in net loss was due to the reasons set forth above.

Comparison of Results of Operations of Vought for the Year Ended December 31, 2001 and the Five Months Ended December 31, 2000

Vought acquired its assets and operations from Northrop Grumman in July 2000. Accordingly, Vought's fiscal year 2000 is comprised of the five months of operations during the calendar year, and the following discussion compares a full fiscal year to a five month period.

Net sales. Net sales for the year ended December 31, 2001 were $1,422.0 million. Net sales for the five months ended December 31, 2000 were $578.3 million. In fiscal year 2001:

•: Commercial aircraft program monthly delivery rates remained relatively constant in comparison with monthly delivery rates in 2000;
•: Military aircraft program monthly delivery rates were relatively constant in comparison with delivery rates in 2000; and
•: Business jet aircraft program monthly delivery rates were slightly lower, primarily due to higher than normal Gulfstream V finished goods in inventory when we acquired our assets in July 2000.

Cost of sales. Cost of sales for the year ended December 31, 2001 was $1,198.1 million. Cost of sales for the five months ended December 31, 2000 was $459.7 million. In fiscal year 2001, Vought initiated plans to significantly reduce its workforce due to the overall decrease in demand for aircraft following the terrorist attacks of September 11, 2001. In connection with that initiative, Vought recorded a charge of $10.5 million of which $7.4 million was included in cost of sales for direct labor.

Selling, general and administrative expenses. Selling, general and administrative expenses for the year ended December 31, 2001 were $206.4 million. Selling, general and administrative expenses for the five months ended December 31, 2000 were $90.9 million. In connection with the workforce reduction initiative, in fiscal year 2001 Vought recorded a charge of $10.5 million of which $3.1 million was included in selling, general and administrative expenses.

Operating income. Operating income for the year ended December 31, 2001 was $15.5 million. Operating income for the five month period ended December 31, 2000 was $27.7 million. In connection with the workforce reduction initiative, in fiscal year 2001 Vought recognized an intangible impairment charge of approximately $2.0 million to write down the estimated value of an intangible asset related to its trained workforce.

Interest expense, net. Interest expense, net for the year ended December 31, 2001 was $71.1 million. Interest expense, net for the five months ended December 31, 2000 was $33.6 million. Due to the adoption of FAS 133 on January 1, 2001, we included an expense of $8.6 million in 2001 due to the interest rate swap.

Net income (loss). Net loss for the year ended December 31, 2001 was ($63.4) million. Net loss for the five months ended December 31, 2000 was ($5.9) million. The fiscal year 2001 was impacted by the factors set forth above.

Critical Accounting Policies of Vought

Vought's discussion and analysis of its financial position and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported for assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of revenue and expenses. Although Vought evaluates its estimates, which are based on the most current and best available information and on various other assumptions that are believed to be reasonable under the circumstances, on an ongoing basis, actual results may differ from these estimates under different assumptions or conditions. Vought believes the following items are the critical accounting policies and more significant estimates and assumptions used in the preparation of its financial statements. These accounting policies conform to the accounting policies contained in the consolidated financial statements of Vought and pro forma financial statements included in this prospectus.

Revenue and Profit Recognition. The majority of our sales are made pursuant to written contractual arrangements or "contracts" to design, develop and manufacture aerostructures to the specifications of the customer. These contracts are within the scope of the American Institute of Certified Public Accountants Statement of Position 81-1 "Accounting for Performance of Construction-Type and Certain Production-Type Contracts," and sales and profits on them are recognized using percentage-of-completion methods of accounting. Sales and profits are recognized on production contracts as units are delivered and, in certain instances, upon acceptance by the final customer (the "units-of-delivery" method). Under the percentage-of-completion method of accounting, a single estimated total profit margin is used to recognize profit for each contract over its entire period of performance, which can exceed one year. Amounts representing contract change orders or claims are included in sales only when they can be reliably estimated and their realization is reasonably assured. Additionally, some contracts contain provisions for revenue sharing, price re-determination or cost and or performance incentives. Such amounts or incentives are included in sales when the amounts can be reliably estimated and their realization is reasonably assured. The impact of revisions in profit estimates is recognized on a cumulative catch-up basis in the period in which the revisions are made. Provisions for anticipated losses on contracts are recorded in the period in which they become evident ("forward losses") and are first offset against costs that are included in inventory, with any remaining amount reflected in accrued contract liabilities. Revisions in contract estimates, if significant, can materially affect Vought's results of operations and cash flows, as well as Vought's valuation of inventory.

Accounting for the sales and profit on a contract requires estimates of (1) the contract value or total contract revenue, (2) the total costs at completion, which is equal to the sum of the actual incurred costs to date on the contract and the estimated costs to complete the contract's scope of work and (3) the measurement of progress towards completion. The estimated profit or loss on a contract is equal to the difference between the total contract value and the estimated total cost at completion. Under the units-of-delivery percentage of completion method, sales on a contract are recorded as the units are delivered during the period at an amount equal to the contractual selling price of those units. The profit recorded on a contract under the units-of-delivery method is equal to the estimated total profit margin for the contract stated as a percentage of contract revenue multiplied by the sales recorded on the contract during the period. Adjustments to original estimates for a contract's revenues, estimated costs at completion and estimated total profit are often required as work progresses under a

contract, as experience is gained and as more information is obtained, even though the scope of work required under the contract may not change, or if contract modifications occur.

Accounts Receivable. Accounts receivable include amounts billed and currently due from customers, amounts currently due but unbilled, particular estimated contract changes, claims in negotiation that are probable of recovery, and amounts retained by the customer pending contract completion. Unbilled amounts are usually billed and collected within one year. Vought continuously monitors collections and payments from customers and maintains a provision for estimated credit losses as deemed appropriate based upon historical experience and any specific customer collection issues that have been identified. While such credit losses have historically been within Vought's expectations, we cannot guarantee that we will continue to experience the same credit loss rates in the future.

Inventories. Inventoried costs primarily relate to work in process under fixed-price contracts, and represent accumulated contract costs less the portion of such costs allocated to delivered items. Accumulated contract costs include direct production costs, manufacturing and engineering overhead, production tooling costs, and particular general and administration expenses that are allowed under government contracts.

In accordance with industry practice, inventoried costs are classified as a current asset and include amounts related to contracts having production cycles longer than one year; therefore, a portion thereof will not be realized within one year.

The excess of production costs of delivered items over the estimated average costs is carried in inventory under the learning curve concept. Under this concept, production costs per unit are expected to decrease over time due to efficiencies arising from continuous improvement in the performance of repetitive tasks.

Impairment of Long-Lived Assets, Identifiable Intangible Assets, and Goodwill. Vought records impairment losses on long-lived assets, including identifiable intangible assets, when events and circumstances indicate that the assets might be impaired and the undiscounted projected cash flows associated with those assets are less than the carrying amounts of those assets. In those situations, impairment loss on a long-lived asset is measured based on the excess of the carrying amount of the asset over the asset's fair value, generally determined based upon discounted estimates of future cash flows. For assets held for sale, impairment losses are recognized based upon the excess of carrying value over the estimated fair value of the assets, less estimated selling costs. For goodwill, effective January 1, 2002, Vought performs an annual impairment test, in accordance with SFAS No. 142.

Warranty Reserves. A reserve has been established to provide for the estimated future cost of warranties on Vought's delivered products. Management periodically reviews the reserves and adjustments are made accordingly based on actual warranty experience. Warranties cover such factors as non-conformance to specifications and defects in material and workmanship.

Stock-Based Compensation. Vought grants stock options for a fixed number of shares to employees and directors with an exercise price equal to the fair value of the shares at the date of grant. Vought accounts for stock option grants using the intrinsic value method in accordance with Accounting Principles Board Opinion No. 25 and related interpretations. Some stock-based arrangements at Vought, including non-recourse notes issued to officers for stock purchases and deferred compensation liabilities for Vought's rabbi trust, require recognition of stock-based compensation expense when the fair value of Vought's common stock increases. As Vought's common stock is not traded on a public stock exchange, Vought's Board of Directors estimates the fair value of the common stock for purposes of granting stock options or recognizing stock-based compensation expense.

Income Taxes. Income taxes are accounted for using the liability method. Deferred income taxes are determined based upon the net tax effects of temporary differences between the carrying amounts

of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Due to the uncertain nature of the ultimate realization of the deferred tax assets, Vought has established a valuation allowance against these future benefits and will recognize benefits only as reassessment demonstrates they are more likely than not to be realized.

Aerostructures

Financial Statement Presentation for Aerostructures

The following paragraphs provide a brief description of items that appear in the consolidated financial statements of Aerostructures and general factors that impact these items.

Net sales. Net sales represents gross sales less elimination for wholly-owned subsidiary sales. Sales are recorded on production contracts upon delivery to and acceptance by Aerostructures' customers.

Selling, general, administrative and amortization expenses. Selling, general, administrative and amortization expenses primarily include expenses for executive management, finance and legal support. The major cost elements of selling, general and administrative expenses include salary and wages, fringe benefits (including pension), travel and supplies. In addition, these expenses include intangible amortization and research and development.

Operating income (loss). Operating income (loss) reflects net sales as reduced by cost of sales and selling, general, administrative and amortization expenses as further reduced by goodwill and intangible impairment charges.

Interest income (expense). Interest income (expense) reflects cash provided by or used in financing activities and includes the effects of interest rate swaps and amortization of capitalized debt issuance costs (and other expenses).

Net income (loss). Net income (loss) reflects operating income (loss) as impacted by (i) interest income (expense), (ii) income taxes, (iii) the cumulative effect of changes in accounting principles and (iv) the tax benefit of net operating losses.

Results of Operations

Comparison of Results of Operations of Aerostructures for the Six Months Ended July 1, 2003 and June 28, 2002

Net sales. Net sales for the six months ended July 1, 2003 were $140.5 million, a decrease of $23.9 million or 14.5% when compared to net sales of $164.4 million for the six months ended June 28, 2002. When comparing the first six months of 2003 with the same period in the prior year:

•: Commercial aircraft program net sales decreased by approximately 12.9% due to lower delivery rates on the Airbus A330/340, Airbus A319/320 programs and Boeing programs, partially offset by increased delivery rates on the Airbus A340-500/600 program. This decrease in delivery rates was due to the continued economic downturn generally and the adverse effects of the terrorist attacks of September 11, 2001 on the commercial airline industry;

•: Military aircraft program net sales decreased by approximately 22.3% due to reduced delivery rates on the V-22. This was partially offset by a V-22 schedule claim settlement in 2003; and
•: Business jet aircraft program net sales decreased by approximately 31.2% due to reduced delivery rates on the Gulfstream IV and Cessna Citation X programs. This decrease in delivery rates was principally due to the adverse effects of the terrorist attacks of September 11, 2001.

Cost of sales. Cost of sales for the six months ended July 1, 2003 was $124.7 million, a decrease of $15.2 million or 10.9% compared to cost of sales of $139.9 million in the six months ended June 28, 2002. The decrease in cost of sales is primarily due to lower direct labor, direct material and variable overhead costs correlated to lower production rates and the accrual for a forward loss provision in the amount of $3.1 million related to Embraer programs. While Aerostructures has taken actions to significantly reduce costs, it was not able to reduce fixed costs in line with the decline in revenues.

Selling, general, administrative and amortization expenses. Selling, general, administrative and amortization expenses for the six months ended July 1, 2003 were $9.4 million, a decrease of $1.7 million or 15.3% compared with selling, general, administrative and amortization expenses of $11.1 million for the six months ended June 28, 2002. The decrease in these expenses primarily reflects headcount reductions and other reductions in overhead. These expenses represented 6.7% and 6.8% of net sales in the six months ended July 1, 2003 and the six months ended June 28, 2002, respectively.

Operating income. Operating income for the six months ended July 1, 2003 was $6.4 million, a decrease of $7.0 million or 52.2% compared with operating income of $13.4 million for the six months ended June 28, 2002. As a percentage of net sales, operating income represented 4.6% and 8.2% for the first six months of 2003 and 2002, respectively. The decrease was due to the reasons set forth above.

Interest expense. Interest expense for the six months ended July 1, 2003 was $6.4 million, a decrease of $0.9 million or 12.3% compared to interest expense of $7.3 million for the six months ended June 28, 2002. This decrease reflects the reduction in total debt outstanding between the two periods and the benefit of lower interest rates as a result of refinancing Aerostructures' credit facility and repayment of a seller note in November 2002.

Net income. Net income for the six months ended July 1, 2003 was zero, a decrease of $3.8 million compared to net income of $3.8 million for the six months ended June 28, 2002. This decrease was due to the reasons set forth above.

Comparison of Results of Operations of Aerostructures for the Years Ended December 27, 2002 and December 28, 2001

Net sales. Net sales for the fiscal year ended December 27, 2002 were $300.1 million, a decrease of $67.4 million or 18.3% compared to net sales of $367.5 million for the fiscal year ended December 28, 2001. When comparing fiscal year 2002 to fiscal year 2001:

•: Commercial aircraft programs net sales decreased by approximately 26.2%, principally reflecting a net reduction in build rates on Airbus programs and substantially lower unit prices in 2002. This decrease in build rates was due to the continued economic downturn generally and the adverse effects of the terrorist attacks of September 11, 2001 on the commercial airline industry;
•: Military aircraft programs net sales increased by approximately 9.8%, primarily as a result of increased production rates for the Boeing C-17 Globemaster III and Lockheed Martin C-130J programs; and

•: Business jet aircraft programs sales decreased by approximately 17.7%, primarily due to a decline in Gulfstream IV production rates. This decrease in production rates was principally due to the adverse effects of the terrorist attacks of September 11, 2001.

Cost of sales. Cost of sales for the fiscal year ended December 27, 2002 was $250.7 million, a decrease of $68.7 million or 21.5% compared to cost of sales of $319.4 million for the fiscal year ended December 28, 2001. This decrease was primarily a result of lower direct labor and direct material costs correlated to lower production rates, as well as reductions in headcount and overhead expense. Aerostructures was able to significantly reduce both variable and fixed costs in line with the decline in revenues.

Selling, general, administrative and amortization expenses. Selling, general, administrative and amortization expenses for the fiscal year ended December 27, 2002 were $22.8 million, a decrease of $3.2 million or 12.3% compared with $26.0 million for the fiscal year ended December 28, 2001. The decrease in these expenses primarily reflects reduced headcount, as well as the impact of other cost cutting initiatives to reduce overhead. As a percentage of net sales, selling, general, administrative and amortization expenses represented 7.6% and 7.1% in 2002 and 2001, respectively.

Operating income. Operating income for the fiscal year ended December 27, 2002 was $26.6 million, an increase of $4.5 million or 20.4% compared with operating income of $22.1 million for the fiscal year ended December 28, 2001. Operating income represented 8.9% and 6.0% of net sales for the respective periods. This increase was due to the reasons set forth above.

Interest expense. Interest expense for the fiscal year ended December 27, 2002 was $11.9 million, a decrease of $8.0 million or 67.2% compared to interest expense of $19.9 million for the fiscal year ended December 28, 2001. This decrease in interest expense primarily reflects the reduction in total debt during 2002, lower interest rates on Aerostructures' debt obligations and a gain on Aerostructures' interest rate swap agreements in 2002 as compared to a loss on those agreements in 2001.

Net income. Net income for the fiscal year ended December 27, 2002 was $8.8 million, a decrease of $10.7 million or 54.9% compared to net income of $19.5 million for the fiscal year ended December 28, 2001. While operations improved in 2002 for the reasons set forth above, net income decreased due to the fact that Aerostructures recognized a tax benefit in 2001 of $19.3 million resulting from the reversal of a valuation allowance, and no such benefit was recognized in 2002.

Comparison of Results of Operations of Aerostructures for the Years Ended December 28, 2001 and December 29, 2000

Net sales. Net sales for the fiscal year ended December 28, 2001 were $367.5 million, a decrease of $41.3 million or 10.1% when compared to net sales of $408.8 million for the fiscal year ended December 29, 2000. When comparing fiscal year 2001 to fiscal year 2000:

•: Commercial aircraft program net sales increased by approximately 3.8%, primarily reflecting an increase in prices during 2001 due to favorable tier pricing and recognition of revenue related to particular non-recurring payments for tooling, as well as increased delivery rates for the Airbus A340-500/600 program;
•: Military aircraft program net sales increased by approximately 6.0%, primarily resulting from increased Bell/Boeing V-22 delivery rates, partially offset by lower sales from the Boeing C-17 Globemaster III and Lockheed Martin C-130J programs;
•: Business jet aircraft program net sales decreased by approximately 3.4%, primarily reflecting lower Gulfstream IV delivery rates; and

•: In 2001, Aerostructures discontinued work on the Bell 609 program, which had contributed sales of $51.4 million in 2000.

Cost of sales. Cost of sales for the fiscal year ended December 28, 2001 was $319.4 million, a decrease of $36.3 million or 10.2% compared to cost of sales of $355.7 million for the fiscal year ended December 29, 2000. This decrease primarily reflects reduced production rates in 2001 and the discontinuation of the Bell 609 program.

Selling, general, administrative and amortization expenses. Selling, general, administrative and amortization expenses for the fiscal year ended December 28, 2001 were $26.0 million, a decrease of $3.2 million or 11.0% compared with selling, general and administrative expenses of $29.2 million for the fiscal year ended December 29, 2000. As a percentage of net sales, these expenses represented 7.1% and 7.2% in 2001 and 2000, respectively. The improvement in these expenses primarily reflects the impact of lower management expenses.

Operating income. Operating income for the fiscal year ended December 28, 2001 was $22.1 million, a decrease of $1.8 million or 7.5% compared with operating income of $23.9 million for the fiscal year ended December 29, 2000. Operating income represented 6.0% of net sales in 2001 and 5.8% of net sales in 2000. This is the result of a reduction in cost of sales at a higher rate than reduction in sales as well as lower selling, general, administrative and amortization expenses.

Interest expense. Interest expense for the fiscal year ended December 28, 2001 was $19.9 million, a decrease of $6.4 million or 24.3% compared to interest expense of $26.3 million for the fiscal year ended December 29, 2000. The decrease in interest expense primarily reflects the reduction in total debt in 2001, as well as lower interest rates on our debt obligations.

Net income (loss). Net income for the fiscal year ended December 28, 2001 was $19.5 million, as compared to a net loss of ($2.2) million for the fiscal year ended December 29, 2000. This improvement was primarily due to Aerostructures' recognition of a tax benefit in 2001 of $19.3 million resulting from the reversal of a valuation allowance, as well as the other reasons set forth above.

Critical Accounting Policies of Aerostructures

Aerostructures' discussion and analysis of its financial position and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported for assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of revenue and expenses. Although Aerostructures evaluates its estimates, which are based on the most current and best available information and on various other assumptions that are believed to be reasonable under the circumstances, on an ongoing basis, actual results may differ from these estimates under different assumptions and conditions. Aerostructures believes the following items are the critical accounting policies and more significant estimates and assumptions used in the preparation of its consolidated financial statements. These accounting policies conform to the accounting policies contained in the consolidated financial statements of Aerostructures included in this prospectus. Following consummation of the Transactions, Vought will review all of Aerostructures' accounting policies and may, in the ordinary course, effect changes to the accounting policies applied to the operations of Aerostructures on a going-forward basis.

Contract Accounting. Aerostructures uses contract accounting for its military programs at its Nashville division. For these military programs, Aerostructures aggregates units of production into discrete production lots, which are comprised of units for which Aerostructures has received firm purchase orders, in order to more accurately identify and monitor estimated costs. Delivery of units

assigned to a lot may span a period exceeding one year. Aerostructures recognizes revenue under contract accounting when a unit is delivered and accepted by the customer. The amount reported as cost of sales represents estimated costs per the delivered unit for the respective production lot. For requirements contracts with a duration of less than one year, revenue is recognized when a unit is delivered and accepted by the customer and revenues and costs are matched within the same period.

Program Accounting. Aerostructures used program accounting for its commercial aircraft products at its Nashville division. Program accounting is a method of accounting for the costs of certain products manufactured for delivery under production type contracts where profitability is realized over multiple contracts and years. Under program accounting, inventoriable production costs (including overhead), program tooling costs and warranty costs are accumulated and charged to revenue by program instead of by individual units or contracts. A program consists of the estimated number of units (accounting quantity) of a product to be produced in a continuing, long-term production effort for delivery under existing and anticipated contracts. To establish the relationship of revenue to cost of sales, program accounting requires estimates of (a) the number of units to be produced and sold in a program, (b) the period over which the units can reasonably be expected to be produced and (c) the expected selling prices, production costs, program tooling, and warranty costs for the total program.

Aerostructures recognizes revenue for commercial aerostructures when a unit is completed and accepted by the customer. The revenue recognized is the contractual price negotiated with the customer. The amount reported as cost of sales is determined by applying the estimated cost of sales percentage for the remainder of the program to the amount of revenue recognized. Revisions to program profits that relate to current and future revenue and costs are recorded ratably during the year in which the revisions are identified and over the remainder of the program life. Renegotiation of unit price and terms regarding cost reimbursement of nonrecurring expenditures that relate to charges incurred and recognized in prior years or to units shipped in prior years are recognized currently. Production costs related to a program for which a contract has not been signed, a unit price has not been negotiated, and projected costs are not reliably estimable, all together hindering Aerostructures' ability to reasonably project a program profit margin, are recognized as period costs. Estimated losses are recorded when identified.

Inventories. Materials and supplies are stated at the lower of moving average cost or market. Work in process includes cumulative costs of materials, direct labor, manufacturing overhead, and other costs incurred under each contract, less progress payments, amounts in excess of estimated realizable value, if applicable, and amounts charged to cost of goods sold on units delivered. Inventoried costs on long-term commercial programs and U.S. Government fixed price contracts include direct engineering, production and tooling costs, and applicable overhead. In addition, inventoried costs on U.S. government fixed price contracts include research and development performed for the benefit of specific contracts and general and administrative expenses estimated to be recoverable. In accordance with industry practice, inventoried costs include amounts related to contracts and programs having production cycles longer than one year. Inventories are comprised of actual accumulated production costs related to units on-hand as well as deferred inventory costs. Deferred inventory costs consist of incurred production costs on delivered units that have not been relieved through cost of sales and that will be relieved over the life of the program in accordance with program profitability estimates. In addition, deferred inventory costs include tooling and other nonrecurring costs that are recovered over the life of the related program. Negative deferred inventory cost may result when cost of sales exceeds actual accumulated production costs and is typically created in programs that have tiered-price billing arrangements in which the unit billing price is not proportionally consistent with actual production costs incurred over the life of the program. Negative deferred inventory cost may also result from advanced reimbursing receipts in excess of actual tooling and other nonrecurring costs incurred by Aerostructures.

Long-Lived Assets. Aerostructures reviews for impairment its long-lived assets and certain finite lived intangibles held and used in operations whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying values. An impairment loss would be recognized in the amount by which the recorded value of the asset exceeds the fair value of the asset, measured by the quoted market price of the asset or an estimate based on the best information available in the circumstances. There were no such losses recognized during fiscal year 2002, 2001 or 2000.

Liabilities for Warranty. Aerostructures warranties certain work performed for a given time period, in accordance with the terms of each specific contract. Aerostructures provides for warranty expense based on known and anticipated warranty claims. The warranty reserves represent management's best estimate of anticipated costs related to products that were under warranty at the date of determination; actual experience may be different than that anticipated.

Income Taxes. Aerostructures accounts for income taxes under the asset and liability method. Deferred taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts. Under the asset and liability method, deferred tax assets and liabilities are adjusted to reflect changes in the statutory tax rates resulting in income adjustments in the period such changes are enacted. Valuation allowances are established to reduce deferred tax assets to the amount expected to be realized.

Property, Plant, and Equipment. Property, plant, and equipment is stated at cost and is depreciated using the straight-line method over the estimated useful lives of the individual assets. Certain machinery and equipment held under capital leases are classified as property, plant, and equipment and amortized using the straight-line method over the lease terms or the estimated useful lives of the assets, and the related obligations are recorded as liabilities. Amortization of assets recorded under capital leases is included in depreciation expense. Aerostructures depreciates buildings and improvements over 10-30 years, machinery and equipment over 4-12 years, computer equipment over 3 years, and office equipment over 3-6 years. Amounts expended for repairs and maintenance are charged to expense as incurred. The cost and related accumulated depreciation of assets sold or otherwise disposed of are deducted from the related accounts and resulting gains or losses are reflected in the consolidated statements of operations and comprehensive income.

Intangibles. Intangible assets are stated at cost and are amortized using the straight-line method over the useful lives of the individual assets. Debt issue costs are amortized over the lives of the related term loan facility (see Note 9 to the consolidated financial statements of Aerostructures) and software licenses over 3 years. As discussed under Recently Issued Accounting Standards below, Aerostructures ceased amortization of goodwill beginning December 29, 2001. The intangible asset for unrecognized prior service cost was established in fiscal year 2002 in connection with the realization of the additional minimum pension liability (see Note 12 to the consolidated financial statements of Aerostructures) and will increase or decrease in conjunction with the annual pension valuation.

Insurance Accruals. It is Aerostructures' policy to retain a portion of expected losses related to workers' compensation and health insurance through deductibles under its insurance programs. Provisions for losses expected under these programs are recorded based on estimates of undiscounted aggregate liabilities for claims incurred, including claims incurred but not reported.

Derivative Instruments. Derivatives consists of interest rate swap agreements. The differential paid or received under the interest rate swap agreement, computed as the difference between the floating rate and the fixed rate, is recognized as an adjustment to interest expense (see Note 7 to the consolidated financial statements of Aerostructures). Accordingly, changes in the fair value of Aerostructures' derivative financial instruments are reflected in net income.

Cash and Cash Equivalents. Aerostructures includes highly liquid marketable securities and debt instruments purchased with a maturity of three months or less in cash equivalents.

Liquidity and Capital Resources

Historically, Vought has financed its capital requirements through cash flows from operating activities. As of September 28, 2003, Vought had long-term debt of approximately $570.2 million, which included $295.9 million which was incurred under its senior secured credit facilities, $270 million of 8% Senior Notes due 2011 and $4.3 million of capitalized leases. During the third quarter of 2003, Vought made a prepayment of $60.0 million on its senior secured credit facilities.

On July 2, 2003, Vought issued $270.0 million of 8% Senior Notes due 2011 with interest payable on January 15 and July 15 of each year, beginning January 15, 2004. The notes may be redeemed in full or in part prior to maturity, by paying specified premiums. Additionally, prior to July 15, 2006, Vought may redeem up to 35% of the notes from the proceeds of certain equity offerings. The notes are senior unsecured obligations guaranteed by all of Vought's existing and future domestic subsidiaries. In connection with the offering of the notes, Vought increased availability of the revolving credit facility by $60.0 million to $150.0 million, reduced by outstanding letters of credit. As of September 28, 2003, Vought had $48.5 million of letters of credit outstanding.

Net cash provided by operating activities for the nine months ended September 28, 2003 was $165.6 million, an increase of $7.9 million or 5.0% compared to net cash provided by operating activities of $157.7 million for the same period in the prior year.

Cash used in investing activities generally has been for capital expenditures. Net cash used in investing activities for capital expenditures during the nine months ended September 28, 2003 was $20.7 million, an increase of $9.6 million or 86.5% compared to $11.1 million for the same period in the prior year. The increase reflects the Aerostructures Acquisition and increases in investment in our facilities and capabilities, such as continuing modernization, productivity, efficiency and technology improvements.

Payment on long term debt for the nine months ended September 28, 2003 and September 29, 2002 was $99.7 million and $65.0 million, respectively. In 2003, Vought used cash flow from operating activities and the issuance of $270 million of 8% Senior Notes due 2011 to repay $99.7 million of the senior secured credit facilities and retire $135.2 million of Aerostructures' bank debt.

The principal source of liquidity for Vought is cash provided by operations. Vought's liquidity requirements depend on a number of factors, including the level of delivery rates under our contracts. Working capital needs fluctuate between periods as a result of changes in delivery rates under existing contracts and production associated with new contracts. For some military aircraft programs, milestone payments finance working capital, which helps to improve liquidity. However, our business generates sufficient cash flow to manage our general liquidity needs and Vought has not historically needed

short-term borrowings to finance normal operations. The following table summarizes the scheduled maturities of financial obligation and expiration dates of commitments as of September 28, 2003:

		2003		2004		2005		2006		2007		Thereafter		Total
		($ in millions)
Senior secured credit facilities
	Term loan A	$	—	$	—	$	—	$	—	$	—	$	—	$	—
	Term loan B		—		—		—		24.1		50.0		—		74.1
	Term loan C		—		—		—		—		40.2		82.1		122.3
	Term loan X		—		—		14.6		84.9		—		—		99.5

Total senior secured credit facilities		$	—	$	—	$	14.6	$	109.0	$	90.2	$	82.1	$	295.9
Capital leases			0.6		1.0		0.9		0.7		1.1		—		4.3
Operating leases			13.8		13.1		9.6		2.8		1.4		0.8		41.5

Total financial obligations		$	14.4	$	14.1	$	25.1	$	112.5	$	92.7	$	82.9	$	341.7
8% senior notes due 2011			—		—		—		—		—		270.0		270.0

Total		$	14.4	$	14.1	$	25.1	$	112.5	$	92.7	$	352.9	$	611.7

We believe that cash flow from operations, cash and cash equivalents on hand, and funds available under our amended credit facility will provide adequate funds for our working capital needs, planned capital expenditures, and near term debt service obligations. Our ability to pay interest and principal on the indebtedness and to satisfy our other obligations will depend upon future operating performance and the availability of refinancing indebtedness, which will be affected by prevailing economic conditions and financial, business and other factors, some of which are beyond our control.

From time to time we actively consider strategic opportunities to expand our operations and leverage our capabilities. We carefully evaluate acquisitions, joint ventures, alliances or co-production programs as opportunities arise and may be engaged in varying levels of negotiations with potential counter-parties for any such transaction at any time. As part of our operational and strategic plan, we intend to bid for new aircraft programs in the markets that we serve when the opportunities arise. If we pursue any of these opportunities, we may require additional equity or debt financing to consummate any such transaction, and there can be no assurance that we may be able to obtain such financing on favorable terms, or at all.

Currently we have been selected as an Airframe Partner on the proposed Boeing 7E7 aircraft program. Boeing has recently obtained approval from its board of directors to offer the product to the market but we do not have a contract with Boeing to participate in the program. The ultimate business terms may require us to invest significant amounts of money to design, develop, test, produce tools, purchase capital assets and purchase working capital to support this program.

As of December 31, 2002, Vought and Aerostructures would have had an aggregate pension benefit obligation, excluding post employment benefits, of approximately $1,544.3 million and aggregate plan assets of approximately $1,159.6 million. Vought currently plans to make an aggregate contribution of $172.0 million to the pension plans over the next five years.

We may continue to manage market risk with respect to interest rates by entering into swap agreements, as we have done in the past. To some extent, we manage commodities price risk by entering into long-term fixed-price contracts. However, we do not have any futures hedge with respect to raw materials, such as aluminum, used to build our products, and therefore we are subject to price fluctuations for raw materials or utilities over the long term. Similarly, we do not hedge for foreign currency exchange risk because we have minimal exposure to this risk. In the case of our substantial sales to Airbus in Europe, purchase prices and payment terms under the relevant contracts are denominated in U.S. dollars.

Calculation of Adjusted EBITDA

We believe that it is helpful to provide our calculation of earnings before interest, taxes, depreciation and amortization, or "EBITDA," and EBITDA adjusted for the acquisition and other charges described below, or "Adjusted EBITDA." We believe that these non-GAAP measures can assist investors in understanding how we evaluate the performance of our business and satisfy our debt covenants. Importantly, vesting of stock options under our stock option plans and pay out of annual cash bonuses under our incentive plans rely in part on Adjusted EBITDA, and the indenture governing the notes contains financial covenants and ratios that are tied to measures that are calculated based on Adjusted EBITDA, as described below. In addition, our credit agreement contains maintenance ratios and other financial covenants that are based on the calculation of Adjusted EBITDA as presented below. We believe it is necessary to present Adjusted EBITDA to enable investors to assess our compliance with covenants under our credit agreement and to understand an important metric upon which the compensation of management is based.

Neither EBITDA nor Adjusted EBITDA are calculated under GAAP and neither should be considered in isolation or as a substitute for net income, cash flows or other income or cash flow data prepared in accordance with GAAP or as a measure of our profitability or liquidity. In addition, EBITDA and Adjusted EBITDA as presented below are not necessarily comparable to other similarly titled captions of other companies due to the potential inconsistencies in the method of calculation.

Vought EBITDA and Adjusted EBITDA

The following is a summary of Vought's adjustments and other expenses incurred for each of our last two fiscal years and the nine-months ended September 29, 2002 and September 28, 2003.

The adjustments to EBITDA set forth in the table below are described in the sections that follow. Although these adjustments are not permitted as adjustments in preparing financial statements in accordance with Regulation S-X, management believes that the presentation of Adjusted EBITDA provides useful information in assessing our performance and our ability to comply with our financial covenants.

	Year Ended December 31,						Nine Months Ended
	Year Ended December 31,						September 29, 2002			September 28, 2003
	2001			2002			September 29, 2002			September 28, 2003
	($ in millions)
Net (loss)	$	(55.6	)	$	(79.7	)	$	(42.5	)	$	(15.0	)
Income taxes		—			—			—			—
Interest expense, net(a)		71.1			35.8			28.5			20.4
Depreciation and amortization(b)		67.7			63.4			47.3			54.6
Impairment of goodwill and purchased intangibles(c)		2.0			5.9			—			—

EBITDA	$	85.2		$	25.4		$	33.3		$	60.0
Severance expense		10.5			—			—			—
Perry shutdown and relocation		12.8			11.7			6.5			0.6
Non-cash expense related to FAS 87		—			—			—			4.9
Stock compensation		—			—			—			11.1
Loss on disposal of capital lease (unusual)		—			—			—			0.8
Non-cash expense (forward loss accruals)		19.2			73.2			54.0			31.9
Non-cash reduction of deferred learning in inventory		5.5			4.1			3.5			2.9
Non-cash reduction of inventory (purchase accounting)		38.7			50.5			39.6			35.2

Adjusted EBITDA	$	171.9		$	164.9		$	136.9		$	147.4

(a): Interest expense, net includes interest rate swaps gain or loss.

(b): Depreciation and amortization excludes debt origination cost amortization, which is included in interest expense, net.
(c): Vought records impairment losses on long-lived assets including identifiable intangible assets when events and circumstances indicate that the assets might be impaired and the undiscounted projected cash flows associated with those assets are less than the carrying amount of those assets. Vought performs an annual impairment test on goodwill, in accordance with SFAS 142.

Vought for the fiscal year ended December 31, 2001

In 2001, Vought incurred non-recurring expenses of $10.5 million related to the estimated employee severance expense for planned headcount reduction. Vought also incurred non-recurring expenses of $12.8 million during the period to relocate the Boeing Doors Program from Perry, Georgia to Stuart, Florida, and to close the Perry location. These expenses primarily relate to remaining lease payments on the Perry, Georgia facility. In addition, during fiscal 2001 Vought recognized non-cash forward loss accruals of $19.2 million primarily related to Boeing Commercial contracts as a result of lower contractual unit delivery rates following the events of September 11, 2001.

Vought also carries in inventory under the "learning curve" concept the excess of production costs of delivered items over the estimated average costs. Under the learning curve concept, production costs per unit are expected to decrease over time due to efficiencies arising from continuous improvement in the performance of repetitive tasks. These inventoried production costs are amortized as a non-cash expense when actual cash production costs are lower than estimated average costs. In 2001, Vought incurred $5.5 million of these non-cash expenses.

Finally, when Vought acquired its assets and operations in 2000, the value of inventory was increased for certain programs in accordance with purchase accounting. Accordingly, in 2001, Adjusted EBITDA includes a $38.7 million adjustment representing the non-cash effect on cost of sales recorded during the period relating to the purchase accounting adjustment to inventories.

Vought for the fiscal year ended December 31, 2002

In 2002, Vought incurred non-recurring expenses of $11.7 million in connection with the relocation of the Boeing Doors Program from Perry, Georgia to Stuart, Florida, and closing the Perry location. Vought also recognized non-cash forward loss accruals during the period of $73.2 million primarily on Boeing Commercial contracts as a result of significant expected reductions of unit delivery rates due to the continuing effects of the events of September 11, 2001 and the economic condition of the airline industry.

In 2002, Vought incurred $4.1 million of non-cash expenses for inventory carried under the learning curve concept as described above.

Finally, when Vought acquired its assets and operations in 2000, the value of inventory was increased for certain programs in accordance with purchase accounting. Accordingly, in 2002, Adjusted EBITDA includes a $50.5 million adjustment representing the non-cash effect on cost of sales recorded during the period relating to the purchase accounting adjustment to inventories.

Vought for the nine months ended September 29, 2002

In the nine months ended September 29, 2002, Vought recognized non-cash forward loss accruals during the period of $54.0 million primarily on Boeing Commercial contracts as a result of significant expected reductions of unit delivery rates due to the continuing effects of the events of September 11, 2001 and the economic condition of the airline industry.

In the first nine months of 2002, Vought incurred $3.5 million of non-cash expenses for inventory carried under the learning curve concept as described above.

Finally, when Vought acquired its assets and operations in 2000, the value of inventory was increased for certain programs in accordance with purchase accounting. Accordingly, in the first nine months of 2002, Adjusted EBITDA includes a $39.6 million adjustment representing the non-cash effect on cost of sales recorded during the period relating to the purchase accounting adjustment to inventories.

Vought for the nine months ended September 28, 2003

In the nine months ended September 28, 2003, Vought recognized non-cash forward loss accruals during the period of $31.9 million primarily on Boeing Commercial contracts as a result of significant expected reductions of unit delivery rates due to the continuing effects of the events of September 11, 2001 and the economic condition of the airline industry. In addition, Vought recorded $11.1 million of executive stock compensation and $4.9 million of non-cash expense related to FAS 87 "Employer's Accounting for Pension."

In the first nine months of 2003, Vought incurred $2.9 million of non-cash expenses for inventory carried under the learning curve concept as described above.

Finally, when Vought acquired its assets and operations in 2000, the value of inventory was increased for certain programs in accordance with purchase accounting. Accordingly, in the first nine months of 2003, Adjusted EBITDA includes a $35.2 million adjustment representing the non-cash effect on cost of sales recorded during the period relating to the purchase accounting adjustment to inventories.

Aerostructures EBITDA and Adjusted EBITDA

The following is a summary of Aerostructures' adjustments and other expenses incurred for each of its last five fiscal years and the six-months ended June 28, 2002 and July 1, 2003. Although these adjustments are not permitted as adjustments in preparing financial statements in accordance with Regulation S-X, Management believes that the presentation of EBITDA, as so adjusted, provides useful information in assessing our ability to comply with our financial covenants.

	Year Ended														Six Months Ended
	Jan. 2, 1999			Dec. 31, 1999			Dec. 29, 2000			Dec. 28, 2001			Dec. 27, 2002		June 28, 2002		July 1, 2003
	($ in millions)
Net income (loss)(a)	$	(7.3	)	$	(27.1	)	$	(2.2	)	$	19.5		$	8.7	$	3.8	$	—
Income taxes (benefit)		(2.2	)		(17.2	)		(0.2	)		(18.3	)		6.0		2.3		—
Interest expense and other, net(b)		31.2			29.9			26.3			19.9			11.9		7.3		6.4
Depreciation		22.7			24.8			23.0			22.0			20.7		10.4		9.8
Amortization of intangibles		2.2			1.4			1.4			1.7			0.3		0.2		0.1

EBITDA		46.6			11.8			48.3			44.8			47.6		24.0		16.3
Loss on disposal of fixed assets(c)		0.6			2.3			4.2			1.5			1.2		—		—
Amortization of deferred/ capitalized costs(d)		5.0			16.2			36.5			32.6			9.1		2.6		4.1
Non-cash expense (forward loss provision)(e)		—			2.2			—			—			—		—		3.2
Airbus A319/320 program startup costs(f)		—			11.9			—			—			—		—		—
Restructuring consulting fees and severance(g)		—			3.9			—			—			—		—		—
Contour inventory adjustments(h)		—			10.1			—			—			—		—		—
Cumulative effect of change in accounting principle		—			—			—			1.0			—		—		—

Adjusted EBITDA (unaudited)	$	52.2		$	58.4		$	89.0		$	79.9		$	57.9	$	26.6	$	23.6

(a): Net income is calculated before a comprehensive loss related to the establishment of a minimum pension liability in the amount of $43.3 million in 2002.

(b): Interest expense and other, net includes the gain or loss on interest rate swaps and other non-recurring items.
(c): Represents the write-off of the net book value of property and equipment on disposal. Amounts effectively represent accelerated depreciation.
(d): At the beginning of a production program, there are start-up costs (i.e., tooling and set-up) incurred prior to full rate production that can either be expensed as incurred or capitalized and amortized over the life of the related production program. Aerostructures has capitalized these costs in accordance with its accounting policies prior to the Aerostructures Acquisition, while Vought expenses these costs as they are incurred. Deferred costs currently capitalized on Aerostructures balance sheet may be adjusted as a result of purchase accounting. The amortization of these capitalized costs represents a non-cash expense. Going forward, contract costs related to new production programs will be expensed in accordance with Vought's contract accounting policies, and therefore these non-cash expenses are not expected to recur.
(e): During the 1999 fiscal year, the Aerostructures division recognized non-cash forward loss accruals of $2.2 million primarily related to Boeing commercial contracts. During the six month period ended July 1, 2003, Aerostructures and Embraer began negotiating a contract to manufacture certain aircraft components. Although Aerostructures and Embraer have not completed negotiation of a program level agreement, Aerostructures is producing for Embraer under instructions to proceed and purchase orders in anticipation of reaching mutually acceptable terms and conditions. During the six month period ended July 1, 2003, Aerostructures performed at a loss related to this Embraer work and estimates a forward loss provision at July 1, 2003 in the amount of $3.2 million, which is based on open purchase orders through July 1, 2003.
(f): During 1999, the Aerostructures division experienced start-up production and technical costs related to a new Airbus program.
(g): During the 1999 fiscal year, and in connection with an operational improvement initiative established by a new executive management group, Aerostructures paid $2.0 million to an outside consulting firm. As a result of this initiative, Aerostructures incurred nonrecurring expenses related to severance associated with a reduction in the labor force in the amount of $1.9 million.
(h): During the 1999 fiscal year, the Aerostructures division recorded an inventory reserve in the amount of $1.5 million related to inventory acquired in connection with Aerostructures acquisition of Contour in fiscal year 1998, which it realized had no utility in performance under its current contracts. In addition, during the 1999 fiscal year, the Contour division experienced excessive start-up costs to perform on accelerated Boeing schedules including overtime and other one-time indirect costs.

Combined Pro Forma EBITDA and Pro Forma Adjusted EBITDA

Based on the discussion above and on the pro forma financial information included elsewhere in this prospectus, the following table presents the pro forma adjustments and other expenses incurred for the fiscal year ended December 31, 2002 and the nine months ended September 28, 2003.

	Year Ended December 31, 2002											Nine Months Ended September 28, 2003
	Vought			Aerostructures		Adjustments (a)			Pro Forma			Vought			Aerostructures			Adjustments (a)			Pro Forma
	($ in millions)
Net income (loss) (as reported on a GAAP basis)	$	(79.7	)	$	8.7	$	0.4		$	(70.6	)	$	(9.1	)	$	(5.8	)	$	1.8		$	(13.1	)
Provisions for income taxes		—			6.0		—			6.0			—			—			—			—
Interest expense, net(b)		35.8			11.9		11.3			59.0			20.1			6.6			4.7			31.4
Depreciation and amortization(c)		63.4			21.0		14.7			99.1			46.8			17.7			7.5			72.0
Impairment of goodwill and purchased intangibles(d)		5.9			—		—			5.9			—			—			—			—

EBITDA		25.4			47.6		26.4			99.4			57.8			18.5			14.0			90.3
Loss on disposal of assets		—			1.2		—			1.2			—			—			—			—
Perry shutdown and relocation expense		11.7			—		—			11.7			0.6			—			—			0.6
Non-cash expense related to FAS 87		—			—		—			—			3.0			1.9			—			4.9
Stock Compensation		—			—		—			—			11.1			—			—			11.1
Loss on disposal of capital lease (unusual)		—			—		—			—			—			0.8			—			0.8
Non-cash expense (forward loss accruals)		73.2			—		—			73.2			31.9			3.2			(3.2	)		31.9
Non-cash reduction of deferred learning inventory		4.1			—		—			4.1			2.9			—			—			2.9
Non-cash reduction of inventory		50.5			—		—			50.5			35.2			—			—			35.2
Amortization of deferred costs		—			9.1		(9.1	)		—			—			4.1			(4.1	)		—

Adjusted EBITDA	$	164.9		$	57.9	$	17.3		$	240.1		$	142.5		$	28.5		$	6.7		$	177.7

(a): See "Unaudited Pro Forma Condensed Combined Financial Data—Notes to Unaudited Pro Forma Condensed Combined Statement of Operations—Summary Pro Forma Adjustments" for a description of the nature of the pro forma adjustments taken with respect to net income (loss); provisions for income taxes; interest expense, net; depreciation and amortization; and impairment of goodwill and purchased intangibles.
(b): Interest expense and other, net includes the gain or loss on interest rate swaps.
(c): Depreciation and amortization excludes debt origination cost amortization, which is included in interest expense, net.
(d): We record impairment losses on long-lived assets including identifiable intangible assets when events and circumstances indicate that the assets might be impaired and the undiscounted projected cash flows associated with those assets are less than the carrying amount of those assets. We perform an annual impairment test on goodwill, in accordance with SFAS 142.

Inflation

A majority of our sales are conducted pursuant to long-term contracts that set fixed unit prices and some of which provide for price adjustment through escalation clauses. The effect of inflation on our sales and earnings is minimal because the selling prices of those contracts, established for deliveries in the future, generally reflect estimated costs to be incurred in these future periods. Our estimated costs take into account the anticipated rate of inflation for the duration of the relevant contract.

Quantitative and Qualitative Disclosures about Market Risk

As a result of our operating and financing activities, we are exposed to various market risks that may affect our consolidated results of operations and financial position. These market risks include fluctuations in interest rates, which impact the amount of interest we must pay on our variable-rate debt.

Other than the interest rate swaps described below, financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable.

We maintain cash and cash equivalents with various financial institutions and perform periodic evaluations of the relative credit standing of those financial institutions. We have not experienced any losses in such accounts and believe that we are not exposed to any significant credit risk on cash and cash equivalents.

We are highly dependent on the availability of essential materials and parts from our suppliers. We are dependent upon the ability of our suppliers to provide material that meets specifications, quality standards, delivery schedules and anticipated costs. Suppliers' failure to provide acceptable material and parts would adversely affect our production schedules and contract profitability. We maintain an extensive qualification and performance surveillance system to control risk associated with such reliance on suppliers. We are dependent on third parties for all information technology services. To a lesser extent, we also are exposed to fluctuations in the prices of certain commodities, such as electricity, natural gas and aluminum.

Interest Rate Risks

From time to time, we may enter into interest rate swap agreements or other financial instruments in the normal course of business for purposes other than trading. These financial instruments are used to mitigate interest rate or other risks, although to some extent they expose us to market risks and credit risks. We control the credit risks associated with these instruments through the evaluation of the creditworthiness of the counter parties. In the event that a counter party fails to meet the terms of a contract or agreement then our exposure is limited to the current value, at that time, of the interest rate differential, not the full notional or contract amount. Management believes that such contracts and agreements have been executed with creditworthy financial institutions. As such, we consider the risk of nonperformance to be remote.

Management has performed sensitivity analyses to determine how market rate changes will affect the fair value of the market risk sensitive hedge positions and all other debt that we will bear. Such an analysis is inherently limited in that it represents a singular, hypothetical set of assumptions. Actual market movements may vary significantly from our assumptions. Fair value sensitivity is not necessarily indicative of the ultimate cash flow or earnings effect we would recognize from the assumed market rate movements. We are exposed to cash flow risk due to changes in interest rates with respect to $95.9 million of the floating rate balance under our senior secured credit facilities. A one-percentage point increase in interest rates on our variable rate debt as of September 28, 2003 would decrease our annual pre-tax income by approximately $1.0 million. All of our remaining debt is at fixed rates, or effectively fixed under interest rate swap agreements; therefore, changes in market interest rates under these instruments would not significantly impact our cash flows or results of operations.

In the past, Vought entered into two interest rate swap agreements to reduce the impact of changes in interest rates on its floating rate debt. Under these agreements, Vought exchanged floating rate interest payments for fixed rate payments periodically over the term of the swap agreements. An underlying notional amount is used to measure the interest to be paid or received and does not represent the amount of exposure to credit loss. The first agreement was entered into on October 4,

2000 for a notional amount of $100.0 million and expired on December 31, 2002. The agreement entitled Vought to pay a fixed interest rate amount of 6.51% on the notional amount in exchange for receiving a variable 30-day LIBOR on the notional amount. The second agreement was entered into on October 4, 2000 for a notional amount of $200.0 million and expires on December 31, 2003. The second agreement entitles Vought to pay a fixed interest rate amount of 6.525%, on the notional amount in exchange for receiving a variable 30-day LIBOR on the notional amount. Management intends to hold the swap agreements until their maturity. The fair values of the 6.51% and the 6.525% swap agreements were $0 and ($2.8) million, respectively at September 28, 2003, and $0 and ($5.6) million, respectively at June 29, 2003. The fair values were obtained from the institutions holding the swap agreements. As a result of the interest rate swaps, a gain of $2.8 million and $0.5 million were recorded as other interest income in the third quarter of 2003 and 2002, respectively.

In the past, Aerostructures also has entered into interest rate swap agreements to reduce the impact of changes in interest rates on its floating rate debt. In connection with the acquisition of Aerostructures and the issuance of the 8% Senior Notes due 2011, Vought settled Aerostructures' two swap agreements by payment of approximately $1.0 million.

Utility Price Risks

We have exposure to utility price risks as a result of volatility in the cost and supply of energy and in natural gas prices. To minimize this risk, we have entered into fixed price contracts at certain of the manufacturing locations for a portion of its energy usage for periods of up to three years. Although these contracts would reduce the risk to us during the contract period, future volatility in the supply and pricing of energy and natural gas could have an impact on our consolidated results of operations.

Related Party Transactions

A management agreement between Vought and TC Group L.L.C., an affiliate of The Carlyle Group, requires Vought to pay an annual fee of $2.0 million for various management services. Vought paid TC Group L.L.C. fees of $1.5 million in the nine months ended September 28, 2003, $2.0 million in both fiscal years 2002 and 2001 and $0 in fiscal year 2000. In addition, we paid TC Group L.L.C. fees of $2.5 million, $1.0 million and $8.5 million in 2003, 2001 and 2000, respectively, in connection with investment banking and financial advisory services.

After we acquired our assets and operations from Northrop Grumman in July 2000, we contracted with Northrop Grumman Information Technology, for which we incurred expenses of $32.1 million, $44.4 million, $49.2 million and $19.2 million in the nine months ended September 28, 2003, fiscal years 2002 and 2001 and the five months ended December 31, 2000, respectively. Northrop Grumman subleased office and production space from Vought in Dallas, Texas and Hawthorne, California, for $4.2 million, $6.1 million, $6.9 million and $3.4 million in the nine months ended September 28, 2003, fiscal years 2002 and 2001 and the five months ended December 31, 2000, respectively.

Upon retirement of two officers during 2002, we modified an agreement in order to provide for the future forgiveness of their stock purchase indebtedness of $1.0 million plus accrued interest if a liquidity event (as defined) occurs.

Certain former board members and officers of Aerostructures have ownership interests in the Carlyle Management Group ("CMG"). Prior to the Transactions, Carlyle Partners II, L.P. and its affiliates owned Aerostructures, and affiliates of Carlyle Partners II, L.P. own a one-third interest in CMG. For services rendered prior to the Transactions, including direct management assistance with respect to operations, strategic planning and other aspects of its business, Aerostructures paid CMG $3.0 million, $6.0 million, $6.0 million and $7.4 million for the six months ended July 1, 2003, and fiscal years 2002, 2001 and 2000, respectively. After the Transactions, there were no further payments from Aerostructures to CMG.

During 2002, Aerostructures repaid two seller subordinated notes owned by affiliates of Carlyle Partners II, L.P. in the aggregate principal amount of $55.2 million, which includes accumulated interest through the date of repayment. In 2001, affiliates of Carlyle Partners II, L.P. purchased these notes from Textron, Inc., the previous owner of Aerostructures and the original holder of these notes.

In connection with the Aerostructures Acquisition, we contributed $44.9 million to Aerostructures and Aerostructures paid an aggregate of $44.9 million to individuals affiliated with CMG and to current and former members of Aerostructures' management.

Accounting Changes and Pronouncements

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141,Business Combinations, and SFAS No. 142,Goodwill and Other Intangible Assets. SFAS No. 141 clarifies the criteria to recognize intangible assets separately from goodwill and requires the purchase method of accounting for all acquisitions. SFAS No. 141 is effective for any business combination that is completed after June 30, 2001. Under SFAS No. 142 goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests in accordance with SFAS No. 142. Other intangible assets will continue to be amortized over their useful lives. The goodwill amortization provisions of SFAS No. 142 are effective for fiscal years beginning after December 15, 2001. Effective January 1, 2002, Vought adopted SFAS No. 142. Under the new rules, application of the non-amortization provisions of SFAS No. 142 reduced Vought's net loss by approximately $9.7 million in 2002 (see Note 7 to the audited consolidated financial statements of Vought). The amortization provisions of SFAS No. 142 apply to goodwill and intangible assets acquired by Aerostructures after June 30, 2001. Aerostructures has adopted SFAS Nos. 141 and 142 and ceased amortization of goodwill effective for the fiscal year 2002 (see Note 5 to the consolidated financial statements of Aerostructures).

In June 2001, the FASB issued SFAS No. 143,Accounting for Asset Retirement Obligations. SFAS No. 143 becomes effective for fiscal years beginning after June 15, 2002. This statement addresses financial accounting and reporting for obligations associated with the retirement of long-lived assets and their associated asset retirement costs. SFAS No. 143 requires a company to record the fair value of an asset retirement obligation as a liability in the period in which the company incurs a legal obligation associated with the retirement of a long-lived asset. The adoption of SFAS No. 143 did not have a material impact on Vought's results of operations, financial position or cash flows.

In August 2001, the FASB issued SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets. The new SFAS No. 144 supercedes previous accounting guidance relating to impairment of long-lived assets and provides a single accounting methodology for long-lived assets to be disposed of, and also supercedes existing guidance with respect to reporting the effects of the disposal of a business. Vought adopted SFAS No. 144 on January 1, 2002 and Aerostructures adopted SFAS No. 144 on December 29, 2001. The adoption of this statement did not have a material impact on Vought's or Aerostructures' results of operations, financial position or cash flows.

In April 2002, the FASB issued SFAS No. 145,Rescission of FASB Statements Nos. 4, 44, and 64, Amendment of FASB Statement No. 13 and Technical Corrections. SFAS No. 145 requires that gains and losses from extinguishment of debt be classified as extraordinary items only if they meet the criteria in Accounting Principles Board of Opinion No. 30 ("Opinion No. 30"). Applying the provision of Opinion No. 30 will distinguish transactions that are part of an entity's recurring operations from those that are unusual and infrequent that meet criteria for classification as an extraordinary item. As allowed under the provisions of SFAS No. 145, Vought adopted the provisions of SFAS No. 145 as of April 1, 2002. In accordance with SFAS No. 145, Vought has included a gain on extinguishment of debt of $0.6 million in total costs and expenses in the statements of operations. Aerostructures early adopted SFAS No. 145 and, accordingly, recognized the write-off of debt issuance costs related to refinanced debt as other

non-operating expense in fiscal year 2002 (see Note 5 to the consolidated financial statements of Aerostructures).

In July 2002, the FASB issued SFAS No. 146,Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 requires companies to recognize costs associated with exit or disposal activities, such as restructurings, involuntary termination of employees and consolidation of facilities, when they are incurred rather than at the time of a commitment to an exit or disposal plan. SFAS No. 146 is to be applied prospectively to such activities that are initiated after December 31, 2002. The adoption of SFAS No. 146 did not have a material impact on Vought's results of operations, financial position or cash flows.

In December 2002, the FASB issued SFAS No. 148,Accounting for Stock-Based Compensation—Transition and Disclosure. SFAS No. 148 amends SFAS No. 123,Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require certain disclosures about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The disclosure requirements apply to all companies for fiscal years ending after December 15, 2002. Vought adopted the disclosure provisions of SFAS No. 148 during 2002. If Aerostructures had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation, then Aerostructures would have had net income of approximately $8.7 million and $19.7 million for fiscal year 2002 and 2001, respectively, and a net loss of approximately $2.3 million for fiscal year 2000.

In November 2002, the FASB issued Interpretation No. 45Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, ("FIN 45"). FIN 45 requires a guarantor to recognize, at the time it issues a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. FIN 45 provides specific guidance identifying the characteristics of contracts that are subject to its guidance. The recognition and measurement provisions of FIN 45 apply on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements of FIN 45 are effective for annual period financial statements ending after December 15, 2002. The adoption of this standard did not have an impact on Vought's or Aerostructures' results of operations or financial position.

In January 2003, the FASB issued FIN No. 46,Consolidation of Variable Entities, an interpretation of Accounting Research Bulletin No. 51. FIN No. 46 requires that variable interest entities be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or is entitled to receive a majority of the entity's residual returns or both. FIN No. 46 also requires disclosures about variable interest entities that companies are not required to consolidate but in which a company has a significant variable interest. The consolidation requirements of FIN No. 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements for entities established prior to January 31, 2003 will apply in the interim period beginning after June 15, 2003 and the disclosure requirements will apply in all financial statements issued after January 31, 2003. Vought adopted the provisions of FIN No. 46 on January 31, 2003 with no material impact on its consolidated financial statements, as Vought does not currently have any variable interest entities and the adoption of FIN 46 is not expected to have a material effect on Vought's consolidated financial statements. In December 2003, the FASB revised FIN 46 through the release of FIN 46R, which clarifies certain aspects of FIN 46 and contains certain provisions that defer the effective date of FIN 46 to periods ending after March 15, 2004. The adoption of FIN 46 did not have a material effect on Aerostructures' consolidated financial statements and the adoption of FIN 46R is not expected to have a material effect on Aerostructures' consolidated financial statements.

BUSINESS

Company Overview

We are the largest independent manufacturer in North America, and one of the largest independent providers in the world, of aerostructures for commercial, military and business jet aircraft. We develop and manufacture fuselages, wings and wing assemblies, empennages (which are tail assemblies comprised of horizontal and vertical stabilizers, elevators and rudders), aircraft doors, nacelle components (which are the structures around engines) and control surfaces (such as rudders, spoilers, ailerons and flaps). These aerostructures are subsequently integrated by our customers into a wide range of commercial, military and business jet aircraft manufactured by the world's leading aerospace companies. We also provide our customers with testing, logistics and engineering services. Our customers are the leading prime manufacturers of commercial, military and business jet aircraft, including Airbus, Bell Helicopter, Boeing, Embraer, Gulfstream, Lockheed Martin and Northrop Grumman, among others, and the Air Force. For the year ended December 31, 2002 and the nine months ended September 28, 2003, we generated pro forma net sales of $1,499.3 million and of $991.7 million, respectively.

We are the sole-source provider of various aerostructures for a diversified group of commercial, military and business jet aircraft programs for which we provide our products and services through long-term contracts. The following table summarizes the major programs that we currently have under long-term contract:

Commercial	Military	Business Jet
Airbus A319/320(1)	Bell/Boeing V-22 Osprey	Cessna Citation X
Airbus A330/340	Boeing C-17 Globemaster III	Gulfstream IV
Airbus A340-500/600	Boeing F/A-18 E/F Super Hornet	Gulfstream V
Boeing 737	Boeing KC-767 Tanker(3)	Raytheon Hawker 800
Boeing 747	Lockheed Martin C-5 Galaxy
Boeing 757(2)	Lockheed Martin C-130J Hercules
Boeing 767	Lockheed Martin F-22 Raptor
Boeing 777	Lockheed Martin F-35 Joint Strike Fighter
Embraer ERJ 170/175(4)	Lockheed Martin P-3 Orion
Embraer ERJ 190/195(4)	Northrop Grumman E-2C Hawkeye
	Northrop Grumman E-8C Joint STARS
	Northrop Grumman EA-6B Prowler
	Northrop Grumman F-14 Tomcat
	Northrop Grumman Global Hawk
	Northrop Grumman T-38 Talon

(1): Not sole-source.
(2): Final aircraft under 757 program scheduled to be produced in late 2004.
(3): The KC-767 Tanker program is currently under review by the Department of Defense.
(4): Vought and Embraer have not completed negotiation of a program level agreement. Vought is currently performing under instructions to proceed and purchase orders issued by Embraer in anticipation of reaching mutually acceptable terms and conditions.

	Year Ended December 31, 2002				Nine Months Ended September 28, 2003
Market	Pro Forma Net Sales		Percent of Total Pro Forma Net Sales		Pro Forma Net Sales		Percent of Total Pro Forma Net Sales		Description
Commercial Aircraft	$	765.8	51.1	%	$	454.6	45.9	%	Products such as fuselage panels, empennages, wing components and doors for programs such as the Boeing 747, Airbus A330/A340 and Embraer 190.
Military Aircraft		488.7	32.6	%		394.9	39.8	%	Products such as fuselage panels, nacelle components, empennages and wing components for programs such as the Bell/Boeing V-22, Boeing C-17 Globemaster III, Lockheed Martin C-130J Hercules and Northrop Grumman Global Hawk.
Business Jet Aircraft		244.8	16.3	%		142.2	14.3	%	Products such as nacelle components, wings and wing components for programs such as the Gulfstream IV, Gulfstream V and Cessna Citation X.
Total Net Sales	$	1,499.3	100	%	$	991.7	100	%

Commercial Aircraft. We are the largest manufacturer of aerostructures for Boeing Commercial. We have over 30 years of commercial aircraft experience with Boeing Commercial, and we have maintained a formal strategic alliance with Boeing Commercial since 1994. We are also the largest U.S. manufacturer of aerostructures for Airbus. We have over 20 years of commercial aircraft experience with Airbus. In addition, we manufacture commercial aircraft aerostructures for Embraer, General Electric, Goodrich Corporation and Pratt & Whitney.

Market Overview

We operate within the aerospace industry as a manufacturer of aerostructures for commercial, military and business jet aircraft. Market and economic trends that impact the rates of growth of the

commercial, military and business jet aircraft markets affect our sales of products in these markets. The competitive outlook for each of our markets is discussed below:

Commercial Aircraft Market. General economic activity, airline profitability, passenger and cargo traffic rates and aircraft retirements drive demand for new commercial aircraft. The primary manufacturers of large commercial aircraft are Airbus and Boeing. In addition, Embraer and Bombardier are the primary manufacturers of regional jets. From 1980 to 2001, the worldwide fleet of active commercial aircraft increased at an average annual rate of approximately 4.7%, but the rate of growth has declined following the terrorist attacks on September 11, 2001. Boeing's Current Market Outlook (June 2003) projects that the worldwide fleet of active commercial aircraft will more than double over the next 20 years from approximately 15,612 aircraft at the end of 2002 to approximately 33,999 aircraft at the end of 2022 and that approximately 24,276 new aircraft (including replacements and growth of regional and large commercial aircraft) will enter service over that timeframe. Airbus' Global Market Forecast (September 2002) projects that approximately 16,000 new aircraft of 100 seats or more will enter service during the twenty year period from 2000 until 2020.

The broader commercial aircraft market can be categorized by aircraft size and seating as follows:

•: Large wide-body aircraft with twin aisles (more than 200 seats). This category includes the Boeing 747, 767 and 777 aircraft and the Airbus A330, A340 and A380 aircraft (scheduled for first delivery in 2006).
•: Smaller narrow-body aircraft with single aisles (excluding regional aircraft) (100 to 200 seats). Aircraft in this category include the Boeing 717, 737 and 757 and the Airbus A320 family (A318/319/320/321).
•: Regional jets (approximately 40 to 110 seats). The main manufacturers of regional jets are Bombardier and Embraer. Bombardier's primary regional jets are the CRJ Series. Embraer produces small regional jets including the ERJ 135, 140 and 145 and larger (70-108 seats) regional aircraft known as the ERJ 170/175 and ERJ 190/195.

Military Aircraft Market. The national defense budget and procurement funding decisions drive demand for new military aircraft. In November 2003, President Bush signed a $401 billion defense authorization bill (not including supplemental authorizations), reflecting a 2% increase over fiscal 2003, and reaffirming the U.S. Government's increased focus on a long-term defense plan and national security policy. We expect that Department of Defense spending for procurement, operations and maintenance will grow with the overall level of defense spending, and we expect to benefit to the extent that such spending is allocated to aircraft and UAVs.

The market for military aircraft in which we participate can be categorized into the following types of programs:

•: Transport Aircraft (e.g., Boeing C-17 Globemaster III, Lockheed Martin C-130J Hercules and Lockheed Martin C-5 Galaxy). The C-17 Globemaster III is the newest, most flexible strategic cargo plane in the airlift force of the U.S. and allied countries. The C-17 Globemaster III is capable of rapid, long-range delivery of troops and all types of equipment. The C-130J, which is smaller and has a shorter range than the C-17 Globemaster III, is the primary tactical transport aircraft for the U.S. and allied militaries. The U.S. Department of Defense Fiscal Year 2004 Budget reflects the Air Force's planned follow-on multi-year procurement of 60 additional C-17 Globemaster III aircraft, which will provide needed airlift capability to meet both strategic (long range) and tactical (shorter range) requirements. The C-130J has been funded by the U.S. Department of Defense for a five year, 62 unit contract beginning in 2004. The C-5 is the largest transport in the Air Force inventory. In operation since 1970, the Air Force is modernizing the C-5 to extend the aircraft's operational life through 2040.

•: Tilt Rotor Aircraft (e.g., Bell/ Boeing V-22 Osprey). The V-22, currently undergoing testing, is an assault transport for troops, equipment and supplies from both amphibious assault ships and land bases. The V-22 will replace the U.S. Marines Corps' ("Marines") fleet of CH-46E and CH-53D helicopters, and will be used for combat, combat support and special operations. The Department of Defense is currently planning to procure a total of 458 V-22 aircraft, for the Marines, U.S. Special Forces and the U.S. Navy ("Navy").
•: Aerial Tanker Aircraft (e.g., Boeing KC-767 Tanker). The Air Force is planning to modernize its aging fleet of tanker aircraft. The KC-767 is a specially designed Boeing 767 which has the ability to refuel Air Force, Navy and Marine aircraft in mid-flight. In November 2003, Congress approved a program to procure 100 KC-767s through a combination of purchase and lease. The program allows the Air Force to begin replacing its KC-135E Tanker fleet. The program is currently under review by the Department of Defense.
•: Command, Control, Communications, Computers, Intelligence, Surveillance and Reconnaissance (C4ISR) Aircraft (e.g., Northrop Grumman E-8C Joint STARS and Global Hawk and Lockheed Martin P-3 Orion). C4ISR aircraft are an increasingly important component of the Pentagon's procurement strategy. C4ISR aircraft include the Global Hawk, an unmanned aerial vehicle capable of high altitude, long endurance reconnaissance missions, and the E-8C Joint STARS, an airborne battle management program providing commanders with ground surveillance and targeting information to support attack operations. The P-3 Orion is an anti-submarine and maritime surveillance aircraft.
•: Fighter/Attack Aircraft (e.g., Lockheed Martin F-22 Raptor and F-35 Joint Strike Fighter). The U.S. and foreign militaries continue to upgrade their aircraft fleets with more advanced fighters, including the F-22 and F-35. The F-22 is the most advanced air superiority fighter in the world. The aircraft is currently in low rate initial production for the Air Force. The F-35 is a tactical aircraft designed to serve the needs of the Air Force, Navy, Marines and U.K. Royal Navy. Still in development, the F-35 will replace the AV-8B Harrier, A-10, F-16 and F/A-18E/F Super Hornet.

Business Jet Aircraft Market. General economic activity and corporate profitability drive demand for new business jet aircraft. In addition, since the terrorist attacks of September 11, 2001, business jet aircraft have increasingly been used as an alternative to commercial aircraft transportation due to security concerns and convenience. This market includes personal, business and executive aircraft. The primary business jet aircraft manufacturers are Bombardier, Cessna, Dassault Aviation, Gulfstream and Raytheon. Ownership of business jet aircraft has become widely accepted, such that most Fortune 100 companies now own several jets. As the popularity of business jet aircraft has grown over the past decade, several companies have begun to offer fractional jet ownership. The Air Force operates a fleet of business jet aircraft for use by the executive and legislative branches of government as well as the U.S. joint command leadership. In addition, many foreign governments provide business jet aircraft to high ranking officials.

Competitive Strengths

Industry Leader. We are the largest independent manufacturer in North America and one of the largest independent providers in the world of structural assemblies for commercial, military and business jet aircraft. We draw upon more than 85 years of experience in the design, manufacture and timely delivery of complex aerostructures assemblies and related products and services, incorporating leading-edge, proprietary design, manufacturing and assembly techniques.

Strong Customer Relationships. Our relationships with Airbus, Bell Helicopter, Boeing, Gulfstream, Lockheed Martin and Northrop Grumman extend more than 20, 10, 30, 30, 50 and 20 years, respectively. We are the largest independent aerostructures manufacturer for Boeing

Commercial. In addition, we are the largest U.S. aerostructures provider to Airbus, and we are the largest provider of aerostructures to Gulfstream for the Gulfstream IV and Gulfstream V business jets.

Well Positioned in the Military Aircraft Market. We serve virtually every segment of the military aircraft market, with particular strength in fixed wing transport and tilt rotor aircraft. Currently, we provide aerostructures for more than a dozen military programs, including the Bell/Boeing V-22 Osprey tilt rotor transport and the Boeing C-17 Globemaster III, the largest U.S. military transport aircraft in active production.

Sole-source Supplier on Long-Term Contracts. We normally produce our products and provide our services under long-term, fixed-price contracts. The nature of these contracts, as well as the long lead times associated with building aircraft, provides us with a high degree of visibility on earnings and cash flows. We are the sole-source provider for the aerostructures manufactured under all of our contracts, except for our Airbus A319/320 contract.

High Barriers to Entry. The dynamics of the aircraft industry make it extremely challenging for new competitors to enter the market. It is difficult and expensive for new entrants to compete for new program awards due to the substantial up-front, non-recurring investment associated with new programs, the sophisticated manufacturing capability necessary to compete in our market, and the experience-based industry knowledge we have acquired. Our established relationships with our customers, particularly Boeing and Airbus, make it less likely that an existing program could be lost to a new competitor. In addition, new entrants to the industry must have extensive certifications and approvals from customers and government regulators, such as the Defense Contract Management Agency and the FAA.

State-of-the-Art Manufacturing and Technological Capabilities. Our proprietary technologies and tool designs are fully integrated with our engineering designs, assuring dimensional control and detailed part fit and provide our customers with the latest technological solutions for manufacturing aerostructures. We also have the capability to build our own assembly tools, composite tools and fabrication fixtures. In addition, we are experienced in all phases of the engineering, production and quality assurance processes. Our capabilities and technological expertise allow us to manufacture and assemble aerostructures on a cost-competitive and efficient basis. In recognition of this expertise, we were named by Boeing Commercial as a "technology partner" for their newest commercial aircraft and are jointly developing advanced technologies for next generation aircraft.

Experienced Management Team with Proven Track Record. Our operations are led by an executive management team with an average of over 20 years of industry and company experience. Our dedicated and experienced management team has demonstrated a commitment to generating free cash flow for debt repayment by strengthening existing customer and supplier relationships, winning new business and reducing costs. As a result, from July 24, 2000 through September 28, 2003, Vought reduced outstanding debt balances by $539.3 million, after giving effect to the net debt incurred in connection with the Aerostructures Acquisition which included the termination or refinancing of approximately $135.2 million of Aerostructures' long-term debt. We have successfully reduced overhead (including reductions in headcount), improved working capital management and implemented other initiatives to increase labor efficiencies. In addition, we have successfully rationalized our manufacturing operations by consolidating our Perry, Georgia operation into our Stuart, Florida site.

Business Strategy

Integrate the Operations of Aerostructures and Continue to Streamline and Rationalize Operations. We have initiated the integration of Aerostructures' personnel, programs and facilities into our organization in order to leverage purchasing power, reduce corporate overhead, consolidate manufacturing and provide additional products and services to our customers. We plan to continue to

streamline and rationalize our combined operations by further reducing overhead, improving working capital management and implementing other initiatives to increase labor efficiencies.

Win New Business. We are highly focused on winning new military and commercial business in order to further diversify our portfolio of products and customers. Since January 2002, we won new military business which we expect to generate revenue of approximately $780 million over the next seven years.

Integrate Quality Throughout the Enterprise. We emphasize quality in the design and production of cost-competitive, fully integrated major aircraft assemblies as a support partner to the world's leading aerospace companies.

Products and Program Overview

We design, manufacture and supply aerospace structural assemblies including the following:

•: complete fuselages (including upper and lower ramp assemblies);
•: wings and wing assemblies (including skin panels, stringers, upper spar, center spar and midrear spar, wing panels, mid and outboard leading edge assemblies);
•: empennages (which are tail assemblies and include horizontal and vertical stabilizers, horizontal and vertical leading edge assemblies, elevators and rudders);
•: aircraft doors;
•: nacelle components (which are the structures around engines and include fan cowls, inlet cowls, pylons and exhaust nozzles);
•: detail parts (which are subassemblies of larger aerospace assemblies); and
•: control surfaces (including flaps, ailerons, rudders and spoilers).

We have significant design experience and provide significant engineering support to our customers. We have a diverse base of contracts in significant aerospace market segments, including: (i) commercial aircraft, (ii) military aircraft and (iii) business jet aircraft.

Commercial Aircraft Products. For the year ended December 31, 2002 and the nine months ended September 28, 2003, on a pro forma basis, after giving effect to the Transactions, we generated $765.8 million and $454.6 million, respectively, in net sales from manufacturing aerostructures for the world's largest producers of commercial wide body, narrow body and regional jets. We provide a broad array of support services, including engineering and design support as well as outsourcing services.

Ranked by the percentage of total commercial revenues generated in the first nine months of 2003, our largest commercial customers are Boeing (76.1% of total commercial revenues) and Airbus (23.9% of total commercial revenues).

The following table summarizes the major commercial programs that we currently have under long-term contract by customer and product, indicating in each case whether we are a sole-source provider and the date on which the program commenced. For the purposes of the table, the year of commencement of a program is the year a contract was signed with the original equipment manufacturer.

Commercial Aircraft Customer/Platform		Product	Sole-Source	Year Program Commenced
Airbus
	A330/340	Upper skin panel assemblies, center spar and midrear spar, mid and outboard leading edge assembly, flap, spoiler and flap track fairing	ý	1988
	A340-500/600	Upper skin panel, stringers, center spar and midrear spar, mid and outboard leading edge assemblies	ý	1998
	A319/320	Upper panel/string assemblies		1997
Boeing
	737	Passenger doors and requirements contracts for stringers, attach strap assemblies, fuselage skins, webs, bulkheads, structural components, stowbin fittings and components	ý	1997
	747	Fuselage panels, empennage (vertical stabilizer, horizontal stabilizer, tail cone, aft body section, rudder elevators, pressure domes), doors, floor beams, nacelle components; and requirements contracts for stringers, attach strap assemblies, fuselage skins, webs, bulkheads, structural components, stowbin fittings and components	ý	1966
	757(1)	Empennage (vertical stabilizer, horizontal stabilizer), aft body section spoilers, doors and nacelle components; and requirements contracts for stringers, attach strap assemblies, fuselage skins, webs, bulkheads, structural components, stowbin fittings and components	ý	1979
	767	Wing center section, horizontal stabilizer, aft body section, doors and nacelle components; and requirements contracts for stringers, attach strap assemblies, fuselage skins, webs, bulkheads, structural components, stowbin fittings and components	ý	1979
	777	Inboard flaps and spoilers; and requirements contracts for stringers, attach strap assemblies, fuselage skins, webs, bulkheads, structural components, stowbin fittings and components	ý	1991
Embraer
	ERJ 170/175	Wing panels	ý	2003
	ERJ 190/195	Pylon kits	ý	2003

(1): Final aircraft under 757 program scheduled to be produced in late 2004.

Military Aircraft Products. For the year ended December 31, 2002 and the nine months ended September 28, 2003, on a pro forma basis, after giving effect to the Transactions, our military aircraft programs generated $488.7 million and $394.9 million, respectively, in net sales from the production of

a broad array of products for military organizations both in the United States and around the world. In the United States, we provide aerostructures for a variety of military platforms, including fighter/attack transport, surveillance, tilt rotor and unmanned aircraft utilized by all four branches of the U.S. military.

The following table summarizes the major military programs that we currently have under long-term contract by customer and product, indicating in each case whether we are a sole-source provider and the date on which the program commenced. For the purposes of the table, the year of commencement of a program is the year a contract was signed with the original equipment manufacturer.

Military Aircraft Customer/Platform		Product	Sole-Source	Year Program Commenced
Bell/Boeing V-22 Osprey		Fuselage skin panels, empennage and doors and upper and lower ramp assembly	ý	1993
Boeing
	C-17 Globemaster III	Nacelle components (inlets and cores, fan reversers), empennage (vertical stabilizer, horizontal stabilizer), universal aerial refueling receptacle slipway installation, control surfaces (aft rudders, inboard elevators, ailerons) and stringers, spar webs, spar kits, door jambs and ramp toes	ý	1983
	F/A-18 E/F Super Hornet(1)	Sheet metal and machine parts	ý	2000
Lockheed Martin
	C-5 Galaxy	Flaps, slats, elevators	ý	2002
	C-130J Hercules	Empennage	ý	1953
	F-22 Raptor	Horizontal stabilator	ý	2002
	F-35 Joint Strike Fighter	Wing skins	ý	2002
	P-3 Orion	Wings	ý	2002
Northrop Grumman(2)
	E-2C Hawkeye	Band assemblies, detail fabrication and machine parts for outer wing	ý	2000
	E-8C Joint STARS	Composite subassemblies and metal bond engine cowlings	ý	2000
	EA-6B Prowler	Subassemblies and components	ý	2000
	F-14 Tomcat	Detail fabrication parts	ý	2000
	Global Hawk	Integrated wing composites	ý	2001

(1): Components supplied to Northrop Grumman pursuant to subcontract.
(2): During our previous affiliation with Northrop Grumman, we supplied similar aerostructures to Northrop Grumman on an intercompany basis.

Business Jet Aircraft Products. For the year ended December 31, 2002 and the nine months ended September 28, 2003, on a pro forma basis, after giving effect to the Transactions, our business jet aircraft programs generated $244.8 million and $142.2 million, respectively, in net sales. Our largest customers in this segment include the majority of the primary business jet aircraft manufacturers worldwide, including Cessna, Gulfstream and Raytheon, which represented 0.5%, 81.5% and 4.7%, respectively, of business jet aircraft net sales for the first nine months of 2003.

The following table summarizes the major business jet aircraft programs that we currently have under long-term contract by customer and product, indicating in each case whether we are a sole-source provider and the date on which the program commenced. For the purposes of the table, the year of commencement of a program is the year a contract was signed with the original equipment manufacturer.

Business Jet Aircraft Customer/Platform		Product	Sole-Source	Year Program Commenced
Cessna Citation X		Wing panels	ý	1992
Gulfstream
	Gulfstream V	Integrated wings	ý	1993
	Gulfstream IV	Nacelle components and wing boxes including trailing edge assembly	ý	1983
Raytheon Hawker 800		Nacelle components	ý	1981

End Markets and Customers

Our products are sold for a broad range of end uses. We have excellent relationships with our customers due to our low-cost, high quality, on-time deliveries and we are considered a value-added partner in the planning and development of new programs. Although the majority of our customers are in the U.S., we have also established a strong and expanding base of international customers, including Airbus U.K., Airbus Deutschland and Embraer.

We generate a large proportion of our revenues from Airbus, Boeing and Gulfstream. In addition, approximately 9.1% of revenues are generated by other customers, including Bell Helicopter, Lockheed Martin, Northrop Grumman, the U.S. Military and others, as indicated in the following chart:

Revenues by Customer
(Pro Forma Nine Months Ended September 28, 2003)

A particular strength to our business is the quality of relationships that we have developed with each of our major customers.

Airbus. We are Airbus' largest U.S. provider of aerostructures, with 15 years of commercial aircraft supply experience on current programs. In addition, we have been a provider of aerostructures for Airbus since 1978. It is this history and strong relationship that enable us to continue to partner with Airbus on new programs going forward. As a result of the Aerostructures Acquisition, we believe we are in a better position to provide Airbus with more products due to our increased production capabilities. We are a valuable partner to Airbus not only because we provide low cost and reliable delivery, but also because we enhance their standing with U.S. customers.

Boeing. We have over 30 years of commercial aircraft experience with Boeing Commercial, and we have maintained a formal strategic alliance with Boeing Commercial since 1994. This alliance is designed to achieve the mutual goals of reduced unit cost and cycle time, fewer defects and overall customer satisfaction. We were also named by Boeing as a "technology partner" for their newest commercial aircraft and are jointly developing advanced technologies for next generation aircraft. In addition, we provide Boeing with strategic work placement in countries such as the People's Republic of China, South Korea and Japan in support of their offset requirements and marketing efforts while strengthening our competitive position. Our Milledgeville, Georgia facility is one of the few manufacturers certified as a "gold supplier" by Boeing and was the only major independent supplier in the continental United States to achieve this ranking in 2001. In addition, all other Vought facilities that produce Boeing products are certified as "silver suppliers" by Boeing.

We are the largest subcontractor for the Boeing C-17 Globemaster III program, for which we manufacture the entire empennage, nacelle components and various control surfaces under a multi-year, fixed price contract. We have been a partner with Boeing on the Boeing C-17 Globemaster III since inception of the program in 1983.

Gulfstream. We are the largest aerostructures provider to Gulfstream. We have had a relationship with Gulfstream for over 30 years. We have built wings for the Gulfstream II, Gulfstream III, Gulfstream IV and Gulfstream V. Our contract for the Gulfstream V is for the life of the program and includes a revenue sharing arrangement. We believe we have an opportunity to combine our products and win additional work from Gulfstream as we are able to provide more complete and fully integrated assemblies.

The remainder of our revenue is produced from sales to varied customers, including the following:

•: Bell Helicopter: We have a ten year working relationship with Bell Helicopter. We supply aerostructures for the Bell/Boeing V-22 Osprey and we expect to increase our work share as a result of the Aerostructures Acquisition.
•: Lockheed Martin: We have been a consistent supplier to Lockheed Martin for more than 50 years. We are currently working with Lockheed Martin to certify new lighter weight, more heat resistant materials for the F-35 Joint Strike Fighter.
•: Northrop Grumman: Our relationship with Northrop Grumman spans more than 20 years and includes a six year period during which we were the Commercial Aircraft Division of Northrop Grumman.
•: U.S. Military: As a subcontractor for Boeing and other manufacturers of military aircraft, our products are utilized by all branches of the U.S. military. We also have a direct contract with the U.S. Government for the C-5 program.

Manufacturing

Our expertise is in designing and manufacturing large, complex aerostructures. We maintain state of the art manufacturing facilities in Dallas, Texas, Grand Prairie, Texas, Nashville, Tennessee; Hawthorne, California; Stuart, Florida; Brea, California; Everett, Washington; and Milledgeville, Georgia and we operate one of the few structural test laboratories in the world capable of full scale carrier landing simulation. Each manufacturing location has responsibility for developing and executing specific plans to meet our commitments to our customers and to meet our profitability objectives and supporting strategies. Key capabilities and specialized equipment critical to meeting these objectives include the following:

•: Full sheet and extrusion forming and precision trim and drill capabilities

•: Specialized forming including hot and cold metal forming and age cure forming of wing skins greater than 50 feet long
•: Full machining capabilities, including machining for monolithic structures and long-bed machining on beds up to 150 feet long
•: Specialized engineering and design capabilities
•: Robotic and environmentally controlled paint facilities
•: In-house tool fabrication facilities enabling reconfigurable tooling
•: Large profilers and stretch and break presses utilized for forming large metal skin details
•: Five-axis multi-spindle long bed computer-numerically-controlled equipment
•: Automated fastening, riveting and high-speed machining
•: Metal and composite bonding using autoclaves up to 15x90 feet in size
•: Automated design and precision manufacturing assembly through a proprietary system adaptable to all similar digitally designed products
•: Chemical processing tanks
•: Five-axis core cutters, spar mills, skin mills, cavity mills and gantry profilers
•: Electronic measurement devices, including laser trackers, theodolite and portable coordinate measuring machines
•: Graphite composite tape laying and fiber placement machines in environmentally controlled facilities

We will continue to make appropriate capital expenditures to maintain our facilities. The Aerostructures Acquisition has allowed us to take advantage of manufacturing synergies, decrease overhead, improve working capital management and otherwise increase labor efficiencies. In addition, our extensive research and development capabilities support our manufacturing. See "—Research and Development and Specialized Engineering Services."

Raw Materials, Purchased Parts and Suppliers

The principal raw materials used in our manufacturing operations are aluminum and graphite epoxy. We also use purchased products including metal derivative products, such as stringers, sheet metal webs, panels and formed parts, as well as graphite composite tape, fabric, non-metallic and metallic honeycomb core, titanium fasteners, lock bolts and other machined parts. In addition, we also purchase assemblies and subassemblies from our network of global suppliers. Currently we have over 400 active production suppliers with sourcing from the United States, Canada, South Korea, Japan, China and Europe.

Some raw materials and operating supplies used by us are subject to price fluctuations caused by market dynamics. Our strategic sourcing initiatives are intended to minimize the impact of commodity price risk. We have long-term supply agreements with a number of our major suppliers. We generally do not employ forward contracts or other financial instruments to hedge commodity price risk. We have not experienced any significant delays in obtaining timely deliveries of essential raw materials.

Our largest raw materials supplier based on current long-term agreements and our largest single supplier is Alcoa. Alcoa has been a supplier to us for over 20 years and is the primary supplier to the majority of the world's leading aircraft manufacturers. Our largest assembly/subassembly suppliers are Chengdu (China), Japan Aircraft Manufacturing (Japan), KAI (South Korea), KAL (South Korea),

Marion Composites (U.S.) and ShinMaywa (Japan). Our largest machined parts suppliers are ASCO (Belgium), Bill Jay Machine (U.S.), Ralee (U.S.), Thayer (U.S.) and Primus (U.S.). Our largest sheet metal parts suppliers are Castle, Hydroform USA, Leonards Metals, Metalcraft and Neuvant, all U.S. suppliers. Our largest composites supplier is Cytec Fiberite. Our largest suppliers of aerospace hardware are Honeywell and WesCo.

Research and Development and Specialized Engineering Services

Our scientists, engineers and other personnel have capabilities and expertise in structural design, stress analysis, fatigue and damage tolerance, testing, systems engineering, factory support, product support, tool design, inspection and systems installation design. At September 28, 2003, we employed approximately 313 engineers. The costs incurred relating to independent research and development for the nine months ended September 28, 2003 and for the years ended December 31, 2002 and 2001, on a pro forma basis after giving effect to the Transactions, were $3.8 million, $5.7 million and $5.4 million, respectively.

Our research and development efforts and specialized engineering services are organized as follows:

•: The Manufacturing Technology Group, or ManTech, provides an engineering and laboratory environment for developing tooling, prototyping, automating and improving both current and emerging products and manufacturing processes. ManTech focuses on advancing manufacturing technologies and assembly techniques to produce high quality aerostructures and cost effective processing solutions. Equipped with a modern laboratory, ManTech is able to rapidly apply new engineering concepts in a controlled environment. ManTech engineers and technicians create subscale, full size or prototype hardware to find solutions to manufacturing challenges.
•: Our Quality Assurance Laboratories provide support for many areas of production. The laboratories are staffed by chemists, metallurgists, x-ray technicians and materials test technicians. The group supports production by validating incoming material to specifications, measuring processing parameters in the chemical process tanks, inspecting parts for defects by x-ray, materials classification and functional testing of tubes, bearing, wiring, electrical and other incoming materials.
•: Our Materials & Processes Laboratory provides many services to allow for increased production efficiency. Some of these include evaluation of forging and casting processes, checks for discrepancies in material conditions, cause and proper remedial action for eliminating discrepancies, evaluation of new materials for potential application, as well as design data generation. Process evaluation is performed by the lab prior to design implementation.
•: The Non Destructive Inspection, Engineering, Test and Inspection Laboratory, or NDT, consists of several engineers functioning in various support capabilities that include NDT Process Control for support of Production Non Destructive Inspection of aerostructures. NDT equipment accessible for performance of the above-mentioned services includes several production based Argus and AUS computer-controlled data acquisition ultrasonic systems, portable flaw detectors and bond testers, portable eddy current instruments, radiographic inspection cells and penetrant and magnetic particle testing facilities.
•: The Applied Digital Technologies laboratory consists of several engineers functioning in various support capabilities within fabrication and assembly at the Dallas, Milledgeville, Stuart and Hawthorne sites. New technology applications within digital data evolution and associated product definition are being implemented by this group to produce innovative solutions for product verification.

•: The Materials Technology Group includes engineers and scientists who apply their technical expertise in the areas of chemistry, composites, polymers, metals, paints and specialized aerospace coatings. The Materials Technology Group's services include: process consulting, failure analysis, analytical technique development and new material evaluations, among others.
•: Our Test Operations Group provides testing services ranging from coupon level to full scale aircraft tests. The staff has a total of over 550 years of testing experience. Test Operations staff maintain an understanding of Air Force, Navy, FAA (U.S.) and Joint Aviation Authorities (European Union) full scale static and fatigue test requirements.
•: Our Metrology Laboratory provides the expertise and equipment to perform a wide range of calibration services including micrometers, gauge blocks, surface tables, thread and plug gauges, N/C milling machines, jig transits, theodolites, laser measurement, ovens, autoclaves, ultrasonic equipment, microwave equipment and oscilloscopes. Our technicians average more than 20 years of experience in calibrating and repairing measurement test equipment.

Intellectual Property

We have a large number of patents related to our products. While in the aggregate our patents are of material importance to our business, we believe no single patent or group of patents is of material importance to our business as a whole. We also rely on trade secrets, confidentiality agreements, unpatented know-how and creative product development and continuing technological advancement to maintain our competitive position.

Competition

In the production and sale of aerospace structural assemblies, we compete with numerous U.S. and international companies on a worldwide basis. Our primary competition comes from internal work completed by the operating units of original equipment manufacturers including Airbus, Boeing, Gulfstream, Lockheed Martin, Northrop Grumman and Raytheon, which original equipment manufacturers may choose not to outsource production due to, among other things, their own direct labor and other overhead considerations and capacity utilization at their own facilities. Consequently, traditional factors affecting competition, such as price and quality of service, may not be significant determinants when original equipment manufacturers decide whether to produce a part in-house or to outsource. The prime manufacturers typically choose to outsource for the following reasons: (i) lower cost; (ii) the prime manufacturers' capacity limitations; (iii) our engineering and design capabilities; (iv) reduced investment; and (v) risk sharing.

We also face competition from independent aerostructures suppliers in the U.S. and overseas. Our ability to compete for large structural assembly contracts depends upon: (i) our underlying cost structure; (ii) the readiness and availability of our facilities, equipment and personnel to undertake the programs; (iii) our engineering and design capabilities; and (iv) our ability to manufacture both metal and composite structures.

Employees

As of September 28, 2003, we employed approximately 6,350 people, of whom approximately 2,875 are represented by four separate unions. Local 848 of the United Automobile, Aerospace and Agricultural Implement Workers of America represents approximately 1,985 employees. This union contract is in effect through September 26, 2004. The International Association of Machinists and Aerospace Workers represents approximately 73% of the employees located in Nashville, Tennessee, or approximately 790 employees. This union contract is in effect through September 27, 2008. Local 20 of the International Brotherhood of Electrical Workers represents approximately 60 employees. This union contract is in effect through March 20, 2005. Local 263 of the Security, Police and Fire Professionals of

America, (formerly United Plant Guard Workers of America), represents approximately 40 employees. This union contract is in effect through October 2, 2005.

From time to time, unions have sought and may seek to organize at some of our facilities. We cannot predict the impact of any unionization of our workforce. We have not suffered an interruption of business as a result of a labor dispute since 1989, at the Nashville facility. We believe we have constructive working relationships with our unions and have been successful in negotiating collective bargaining agreements.

Backlog

We calculate backlog using a method that results in a number that is substantially less than the estimated aggregate dollar value of our contracts. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—General—Business." Using our measure of backlog, we estimate that at September 28, 2003, our backlog was approximately $1.8 billion. Our backlog may fluctuate at any given time depending on whether we have received significant new firm orders, funded orders or authorizations to proceed immediately before the date of measurement. For example, our military funded orders or authorizations to proceed generally are awarded when the Department of Defense budget for the relevant year has been approved, resulting in a significant increase in backlog at that time.

You should consider the following factors in evaluating our backlog. For our commercial and business jet aircraft programs, changes in the economic environment and the financial condition of airlines may cause our aerospace manufacturing customers to reschedule or delay firm orders, which would adversely affect our backlog. For our military aircraft programs, the Department of Defense and other government end-purchasers of aircraft have the right to terminate both our contracts and/or our customers' contracts either for default or, if the government deems it to be in its best interest, for convenience.

Facilities

Our corporate offices and principal corporate support activities are located in Dallas, Texas. We own and lease manufacturing facilities located throughout the U.S. We currently have manufacturing

facilities in Texas, California, Tennessee, Georgia, Washington and Florida. General information about our principal manufacturing facilities is presented in the chart below.

Site		Square Footage	Ownership	Functions
Dallas, TX
	Jefferson Street	28,878	Owned	High speed wind tunnel.
	Jefferson Street	4,927,292	Leased	Vought Headquarters; design capabilities; test labs; fabrication of parts and structures; assembly and production of the Gulfstream V wing and C-17 Globemaster III horizontal and vertical tail sections.
	Marshall Street	804,456	Leased	Empennage assemblies, skin polishing, automated fastening and material handling for large wing assemblies.
Hawthorne, CA		2,601,086	Owned	Production of the Boeing 747 fuselage panels and main deck cargo doors; reconfigurable tooling, precision assembly and automated fastening.
Torrance, CA		84,654	Leased	Fuselage panel processing facility.
Nashville, TN		2,170,497	Owned	Aerostructures Headquarters; design capabilities; Airbus manufacturing and assembly facilities.
Stuart, FL		550,090	Leased	Manufacturing of composite and metal aircraft assemblies and manufacturing of commercial aircraft doors.
Brea, CA		90,000	Leased	Manufacturing of wing skins, fuselage panels, bulkheads, floor beams, spars, stringers, landing gear and subassemblies.
Everett, WA		153,000	Leased	Machining of aluminum, stainless steel, titanium and magnesium.
Milledgeville, GA		566,168	Owned	Composite fabrication and component assembly.

Legal Proceedings

In the normal course of business, we are party to various lawsuits, legal proceedings and claims arising out of our business. We cannot predict the outcome of these lawsuits, legal proceedings and claims with certainty. Nevertheless, we do believe that the outcome of any currently existing proceeding, even if determined adversely, would not have a material adverse effect on our business, financial condition or results of operations.

Environmental Matters

Our manufacturing operations are subject to various federal, state and local environmental laws and regulations, including those related to pollution, air emissions and the protection of human health and the environment. We routinely assess compliance and continuously monitor our obligations with respect to these requirements. Based upon these assessments and other available information, we believe that our manufacturing facilities are in substantial compliance with all applicable existing federal, state and local environmental laws and regulations and we do not expect environmental costs to have a material adverse effect on us. The operation of manufacturing plants entails risk in these areas and there can be no assurance that we will not incur material costs or liabilities in the future that could adversely affect us. For example, such costs or liabilities could arise due to changes in the existing law or its interpretations, or newly discovered contamination.

Under federal and state environmental laws, owners and operators of contaminated properties can be held responsible for up to 100% of the costs to remediate such contamination, regardless of whether they caused such contamination. Our facilities have been previously owned and operated by other entities and remediation is currently taking place at several facilities in connection with contamination that occurred prior to our ownership. In particular, we acquired several of our facilities from Northrop Grumman in July of 2000, including the Hawthorne and Torrance, California facilities, the Stuart, Florida facility, the Milledgeville and Perry, Georgia facilities and two Dallas, Texas facilities. Of those facilities, remediation projects are underway in Hawthorne, Stuart, Milledgeville and Dallas. Under our asset purchase agreement with Northrop Grumman, we obtained from Northrop Grumman an indemnity relating to contamination at all sites occurring prior to our ownership (so-called "pre-closing liabilities"). The indemnity effectively caps our exposure to such cleanup liabilities at $12 million, with Northrop Grumman assuming responsibility for all such costs in excess of $12 million. In accordance with the terms of the environmental indemnity, Northrop Grumman is managing all environmental remedial projects at the various sites, except with respect to most of the remediation activities now underway at the Dallas Facility. The Dallas facility is a Naval Weapons Industrial Reserved Plant, which the Navy leases to us. The Navy manages and finances most of the remediation activities at this site (although Northrop Grumman does manage other remediation activities at the site). Should the Navy cease to finance and perform remediation activities at the Dallas site, we would look to Northrop Grumman to manage those activities in accordance with its indemnity obligations. Although we have no reason to believe that Northrop Grumman will not satisfy its indemnity obligations, if Northrop Grumman failed to do so, we could be exposed to environmental cleanup liabilities that could be material. As of September 28, 2003, our balance sheet included an accrued liability of $8.8 million for accrued environmental liabilities.

We acquired our Nashville, Tennessee facility from Textron Inc. in 1996. In connection with that acquisition, Textron agreed to indemnify us for up to $60 million against any pre-closing environmental liabilities with regard to claims made within ten years of the date on which we acquired the facility, including with respect to a solid waste landfill located onsite that was closed pursuant to a plan approved by the Tennessee Division of Solid Waste Management. While there are no pending environmental claims relating to the Nashville facility, there is no assurance that environmental claims will not arise after the expiration of the Textron indemnity in 2006, or that Textron will satisfy its indemnity obligations with respect to any environmental claims that are made before the indemnity expires.

Regulatory Conditions

The commercial and business jet aerospace industries are highly regulated in the U.S. by the FAA. As producers of major aerostructures for commercial and business jet aircraft, our production activities are currently performed under the auspices of the applicable FAA production certificates held by the prime manufacturers. We are approved by the FAA to build aerostructures under the prime

manufacturers' programs. In addition, we are certified by the FAA in Stuart, Florida and Milledgeville, Georgia to repair and overhaul damaged parts for delivery and re-installation on commercial and business jet aircraft. In addition, we are certified by Boeing, General Dynamics, Lockheed Martin, Northrop Grumman, Pratt & Whitney and Raytheon. FAA and prime manufacturer certification is a significant barrier to entry for potential new competitors.

The military aerospace industry is highly regulated by the U.S. Department of Defense. The Defense Contract Management Command has certified us to provide products to the U.S. military. We are subject to review by the Defense Contract Management Command whether we contract directly with the U.S. Government or if we provide aerostructures to a prime contractor that contracts directly with the U.S. Government. Our and our customers' U.S. Government contracts are subject to unique procurement and administrative rules based on both laws and regulations. U.S. Government contracts are, by their terms, subject to termination by the U.S. Government either for its convenience or default by the contractor. In addition, U.S. Government contracts are conditioned upon the continuing availability of Congressional appropriations. Congress usually appropriates funds for a given program on a yearly basis, even though contract performance may take many years. Consequently, at the outset of a major program, the contract is usually partially funded, and additional monies are normally committed to the contract by the procuring agency only as appropriations are made by Congress for future years.

In addition, use of foreign suppliers and sale to foreign customers, such as Airbus, and foreign governments may subject us to the requirements of the U.S. Export Administration Regulations and the International Trafficking in Arms Regulations.

MANAGEMENT

Directors and Executive Officers

Set forth below are the names, ages and positions of our directors and executive officers. No family relationship exists between any of our directors or executive officers.

Name	Age	Position
Tom Risley	53	President & CEO, Director
Cletus Glasener	45	Vice President, Controller & Treasurer
Randy Smith	49	Vice President, Business Management
Judith Northup	52	Vice President, Human Resources, Administration & Information Services
Bruce White	55	Vice President, General Counsel & Secretary
David Walker	53	Vice President, Nashville Programs
William McKenna	45	Vice President, Site Operations
Dan Smartis	51	Vice President, Materiel
Vernon Broomall	58	Vice President for Quality, Engineering & Technology
Erich Smith	54	Vice President, Military and Other Commercial Programs
Steve Davis	50	Vice President of Boeing Commercial Programs
Leslie Armitage	35	Director
Ken Cannestra	72	Director
Thomas Corcoran	58	Director
Allan Holt	51	Director
Ian Massey	53	Director
William McMillan	69	Director
Adam Palmer	31	Director
David Squier	58	Director
Sam White	60	Director
Gordon Williams	71	Director

Tom Risley has been our President and Chief Executive Officer since January 2002 and a member of our Board of Directors since 2002. Most recently, Mr. Risley was Vought's Corporate Executive Vice President and Chief Operating Officer. He has had overall responsibility for day-to-day operations of Vought since it was acquired by CPIII and its affiliates in July 2000. He was named Chief Operating Officer and Corporate Senior Vice President when the company was formed from the commercial aerostructures segment of Northrop Grumman Corporation. While part of Northrop Grumman, Mr. Risley was Vice President and Integrated Product Team Leader of Boeing Commercial Programs. Assigned that role in September 1999, he was responsible for all aspects of Boeing's commercial programs, including new business development. Before that assignment, he was Vice President of Empennage and Control Surfaces Programs for Northrop Grumman's Commercial Aircraft Division.

Cletus Glasener has been our Vice President, Controller and Treasurer since July 2000. Mr. Glasener is responsible for all controllership, treasury operations, pension and employee savings plan trust management and internal audit. While part of Northrop Grumman, he was the Director of Financial Reporting, Planning and Analysis for Northrop Grumman's Integrated Systems and Aerostructures Sector. Mr. Glasener has been with Vought and its predecessor companies since 1985. Mr. Glasener is a Certified Public Accountant, Certified Management Accountant and Certified in Financial Management. He is currently on the Board of Directors of the United Way of Tarrant County.

Randy Smith has been our Vice President, Business Management since October 2002. His responsibilities include leadership of program and functional business management. In addition, he provides recommendations on financial and non-financial strategic objectives and alternatives; planning; proposal administration; and customer, government and industry relations. Previously, Mr. Smith served as Director, Integration and Strategy Development.

Judith Northup has been our Vice President, Human Resources, Administration and Information Services since June 2002. Ms. Northup is responsible for human resources, security, EEO/affirmative action, communications, community relations, health, safety and environmental affairs. She also oversees information services. Previously she was Vice President, Materiel. In 1999, Ms. Northup was Sector Vice President—Materiel for Northrop Grumman's Integrated Systems and Aerostructures Sector. In 1997, she was appointed Vice President—Materiel for Northrop Grumman's Commercial Aircraft Division.

Bruce White has been our Vice President and General Counsel since July 2000. He has been with us since 1981. He is a member of the bar in Maryland, Texas, Virginia and the District of Columbia, and is a member of the American Bar Association. Mr. White was a communications officer aboard the USS Borie and as a two-year Navy veteran, he achieved the rank of lieutenant, junior grade.

David Walker has been our Vice President responsible for our Aerostructures programs in Nashville since January 1, 2004. Previously, Mr. Walker was General Manager of Aerostructures, a position he held since January 2003. He has held a variety of management positions at Aerostructures, including Vice President of Production Operations, Vice President of Programs and Business Development, Director of Manufacturing and, most recently, Vice President of Marketing and Program Management since 1996. He has over 25 years of experience in engineering and manufacturing.

William McKenna has been our Vice President, Site Operations since July 2000. He is responsible for assembly, bonding and fabrication operations. Previously, Mr. McKenna was Vice President—Southeast Operations for the Aerostructures Business Area of Northrop Grumman's Integrated Systems and Aerostructures Sector. He was named to that position in September 1999. Mr. McKenna also served as Vice President and Site Manager for Northrop Grumman's Milledgeville, Georgia, site, when it was part of the former Commercial Aircraft Division. He was promoted to Vice President in August 1997.

Dan Smartis has been our Vice President, Materiel since June 2002. He is responsible for strategic sourcing, procurement, inventory and production control, shipping and receiving, material quality and supplier relations. Mr. Smartis previously served as Vought's Director of Subcontract Management and director of Sector Procurement for Northrop Grumman. In these positions he was responsible for strategic commodity management, procurement, material requirements planning and order management integration.

Vernon Broomall has been our Vice President for Quality, Engineering and Technology since June 2002. Mr. Broomall is responsible for all aspects of quality and engineering, including manufacturing engineering, as well as technology research and development. Previously Mr. Broomall was Corporate Vice President responsible for Technology and Business Development. In this role, he was responsible for strategic planning, marketing, advanced technology and proposal development. Mr. Broomall also served as Vice President and Integrated Product Team Leader for The Commercial Programs unit of Northrop Grumman's Aerostructures business segment, where he was responsible for nacelle products and the Gulfstream V Wing Program. Mr. Broomall served as an Air Force officer for seven years and separated with the rank of captain.

Erich Smith has been our Vice President, Military and Other Commercial Programs since July 2000. Mr. Smith is responsible for the quality, cost, schedule and production of Vought's C-17 Globemaster III program, as well as the Gulfstream V wing program and all other non-Boeing

commercial aircraft programs. He also has responsibility for our military support programs. Previously, as part of Northrop Grumman's Aerostructures business segment, he was Vice President and Integrated Product Team Leader for Military Programs. Before that, he was Program Director of the C-17 and Support Programs for Northrop Grumman's Commercial Aircraft Division.

Steve Davis has been our Vice President of Boeing Commercial Programs since July 2001. He is responsible for all of our commercial programs with Boeing, including the 747 fuselage/empennage, 757 empennage/spoilers, 767 wing center box/horizontal, 777 flaps/spoilers and doors for many Boeing aircraft. He is responsible for all aspects of these programs, including quality, schedule performance and profitability, as well as for acquiring new Boeing business through future aircraft derivatives, modifications, new programs and an expanded role in current programs. Prior to his current assignment, Mr. Davis served as Vice President of the Dallas sites. In that position, he was responsible for quality, cost and schedule of the Fabrication Integrated Product Team, including meeting customer specifications and complying with government regulations and safety. Previously, Mr. Davis was Vice President Internal Fabrication of the Integrated Systems and Aerostructures Sector of Northrop Grumman Corporation.

Leslie Armitage has been a Partner and Managing Director of Carlyle, focused on U.S. buyout opportunities since 1999. Since joining Carlyle in 1990, she has completed transactions in the aerospace and defense, automotive, information systems and environmental technology and services industries. Ms. Armitage currently serves on the Board of Directors of United Components, Inc., Honsel International Technologies, Amcan Consolidated Technologies and Alion Science and Technology Corporation.

Kenneth Cannestra has been a private consultant to the aeronautic, aerospace and electronic industries since 1996. From 1995 to the end of 1996 he was also a senior advisor with Lockheed Martin, following his retirement as Group President—Aeronautical Systems (ASG), Lockheed Corporation. Mr. Cannestra is a retired captain in the U.S. Naval Reserve. He currently is on the Board of Directors of Georgia Aerospace, Inc. and Zero Haliburton, Inc.

Thomas Corcoran has been President and CEO of Gemini Air Cargo, Inc., which is owned by Carlyle, since 2001. He is also President of Corcoran Enterprises, LLC, a management-consulting firm. Previously, he was President and CEO of Allegheny Teledyne and prior to that he was President and COO of Lockheed Martin's Electronics Sector from 1995 to 1999. He is a member of the Board of Trustees of Stevens Institute of Technology and has also been a trustee at Worcester Polytechnic Institute. Mr. Corcoran also is a member of the Boards of Directors of L-3 Communications Holdings, Inc. and REMEC, Inc. He was selected in 1998, 1999 and 2000 for Irish America Magazine's "Business 100".

Allan Holt has been a Partner and Managing Director of Carlyle, focused on U.S. buyout opportunities in aerospace, defense, government services and information technologies sectors since 1991. He serves as head of the aerospace and defense team and the technology and business services team. Prior to joining Carlyle, Mr. Holt spent three and a half years with Avenir Group, Inc., an investment and advisory group that acquired equity positions in small and medium-sized companies and provided active management support to its acquired companies. Mr. Holt is the Chairman of the Board of Directors of Piedmont Hawthorne Holdings, Inc. and The Relizon Company. He also serves on the Boards of Directors of Aviall, Inc., United Defense Industries, Inc. and Avio SpA.

Ian Massey has been a qualified management accountant since 1979. In September 2001, Mr. Massey joined Republic Financial Corporation as President of the Aircraft and Portfolio Group. From January 1980 to December 1990, Mr. Massey served in a variety of financial positions with British Aerospace in the UK. From January 1991 to February 2001, Mr. Massey was Financial Controller of Airbus Industries having been appointed by its Supervisory Board in January 1991.

William McMillan has been retired since December 2002. Formerly, he was Executive Vice President and Chief Financial Officer of Vought, a position he held since July of 2000. From 1994 to 1997, he served as Vice President—Business Management for Northrop Grumman's Commercial Aircraft Group. Mr. McMillan also served on the Board of MLRS International Corporation from 1984 to 1991.

Adam Palmer has been a Managing Director of Carlyle, focused on U.S. buyout opportunities in the aerospace, defense and information technology sectors since 2004. Prior to joining Carlyle in 1996, Mr. Palmer was with Lehman Brothers focusing on mergers, acquisitions and financings for defense electronics and information services companies. Mr. Palmer also serves on the Boards of Directors of Grand Vehicle Works, LLC and US Investigations Services, Inc.

David Squier has been a consultant and advisor to Carlyle since 2000. He retired from Howmet Corporation in October 2000 where he served as President and Chief Executive Officer since 1992. As Chief Executive Officer, he was responsible for the operations of an organization with more than $1.5 billion in annual sales and some 29 manufacturing facilities in five nations. He is the Chairman of the Board of Directors of United Components, Inc. and Firth Rixson plc, and a Director of Honsel International Technologies and Avio SpA. Mr. Squier had been a member of the Board of Directors of Howmet Corporation since 1987, until his retirement.

Sam White has been retired since 2000. Formerly, he served as Director of Procurement and International Business Operations for the Boeing Company from 1990 to 2000. In his former position, he oversaw the procurement of major structure end items and assemblies from suppliers throughout the world. He also played an integral role in the development of Boeing Commercial's global procurement strategy. From 1990 to 2000, Mr. White led the strategic process at Boeing for procurement of all major structures on a global basis.

Gordon Williams has been Chairman of the Board for Vought since January 2002. He previously served as Vought's President and Chief Executive Officer from July 2000 until March 2002 when he retired and was elected Chairman of the Board. He was formerly a Corporate Vice President and General Manager of Northrop Grumman Corporation's Commercial Aircraft Division. Mr. Williams serves on the Board of Directors for Piedmont Hawthorne Holdings, Inc. and Coherent Technologies, Inc.

Committees of the Board of Directors

Audit committee. The audit committee reviews our various accounting, financial reporting and internal control functions and makes recommendations to the Board of Directors for the selection of independent public accountants. The audit committee participates in the review of certain plans and results of any selected independent public accountants, approves the scope of professional services provided by such independent public accountants and reviews the independence of the independent public accountants. The audit committee also reviews the adequacy of our internal accounting controls.

Compensation committee. The compensation committee is responsible for approving the compensation strategies for Vought and for determining the compensation of the executive officers. The compensation committee also administers any equity based compensation plans maintained by Vought.

Compensation committee interlocks and insider participation. We do not currently expect members of the compensation committee to be employees of ours.

Executive committee. The executive committee, while the Board of Directors is not in session, is responsible for appointing officers and agents of Vought and determining questions of general policy regarding the business of Vought, among other things.

Investment committee. The investment committee is responsible for supervising management of investments held by the benefit plans of Vought.

Compensation of Directors. The outside directors, Ken Cannestra, Ian Massey, William McMillan, Tom Corcoran, Sam White, Gordon Williams and David Squier, each receive cash compensation of $20,000 per year. With the exception of Messrs. McMillan and Williams, the outside directors also received 5,000 options for common stock shares and the opportunity to purchase an additional 5,000 shares for their service as members of the Board of Directors. All of the Directors are reimbursed for reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board of Directors and committee meetings and other work associated with their service on the Board of Directors. We do not maintain medical, dental or retirement benefits plans for these directors. The remaining directors, Allan Holt, Adam Palmer, Leslie Armitage and Tom Risley, are employed by Carlyle or us, and are not separately compensated for their service as directors but will be reimbursed for reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board of Directors and committee meetings and other work associated with their service on the Board of Directors.

Executive Compensation

SUMMARY COMPENSATION TABLE

The following table sets forth information with respect to compensation for services in all capacities beginning on July 24, 2000 paid to our President and Chief Executive Officer and our four other most highly compensated executive officers serving as executive officers of Vought.

		Annual Compensation(1)
		Annual Compensation(1)			Long-Term Compensation
				Other Annual Compens- ation ($)(2)	Long-Term Compensation
Name and principal position	Year	Salary ($)	Bonus ($)	Other Annual Compens- ation ($)(2)	Restricted Stock Award(s) ($)	Securities Underlying Options/SARs (#)	All Other Compensation ($)(3)
Tom Risley President, Chief Executive Officer and Director	2000 2001 2002	101,580 332,824 397,150	55,364 193,661 700,024	— — —	— — —	— 80,000 21,000	18,730 28,393 12,936
William McMillan Executive Vice-President, Chief Financial Officer	2000 2001 2002	148,082 350,012 350,012	— 196,007 700,024	— — —	— — —	— 80,000 1,000	59,448 51,001 67,337
Judith Northup Vice President, Human Resources, Administration & Information Systems	2000 2001 2002	88,880 210,080 210,080	73,528 147,056 252,096	— — —	— — —	— 45,000 13,000	1,572 10,592 13,742
William McKenna ice President, Site Operations	2000 2001 2002	75,269 180,024 197,734	50,125 111,583 216,029	— — —	— — —	— 60,000 1,000	107,750 130,535 13,788
Vernon Broomall Vice President, Quality, Engineering and Technology	2000 2001 2002	75,323 180,024 190,034	50,531 111,976 216,029	— — —	— — —	— 60,000 1,000	19,178 27,476 16,182

(1): Our fiscal year 2000 was comprised of approximately five months.
(2): Does not include perquisites and other personal benefits because the value of these items did not exceed the lesser of $50,000 or 10% of reported salary and bonus for any of the Named Executive Officers.
(3): For the years presented, "All Other Compensation" consists of matching contributions made under the 401(k) plan, and the life insurance premium we paid on behalf of our named executive officers, allowable relocation expenses and home sale, meals and lodging, dependent travel, reimbursable car expense and tax return preparation fees.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table summarizes pertinent information concerning individual grants of stock options to the Named Executive Officers in the fiscal year ended December 31, 2002, to purchase shares of common stock of Vought, including a theoretical potential realizable value at assumed rates of stock price appreciation during the option term.

	Individual Grants					Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term
	Number of Securities Underlying Option/SARs Granted (#)	Percent of Total Options/SARs Granted to Employees in Fiscal Year
Name				Exercise Price per Share ($/Sh)
Name				Exercise Price per Share ($/Sh)	Expiration Date	5% ($)	10% ($)
Tom Risley	20,000 1,000	13.2 0.7	% %	10.00 10.00	1/30/2012 7/29/2012	125,779 6,289	318,748 15,937
William McMillan	1,000	0.7	%	10.00	7/29/2012	6,289	15,937
Judith Northup	12,000 1,000	7.9 0.7	% %	10.00 10.00	10/28/2012 7/29/2012	75,467 6,289	191,249 15,937
William McKenna	1,000	0.7	%	10.00	7/29/2012	6,289	15,937
Vernon Broomall	1,000	0.7	%	10.00	7/29/2012	6,289	15,937

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES

None of the Named Executive Officers has exercised any option to purchase shares of Company common stock.

LONG-TERM INCENTIVE PLANS—AWARDS IN LAST FISCAL YEAR

Vought does not have a long-term incentive plan.

PENSION PLAN TABLE

The following table illustrates the estimated annual benefits payable upon retirement (including amounts attributable to any defined benefit supplementary or excess pension award plans) in specified compensation and years of service classifications.

For purposes of illustration, the following table shows the amount of annual retirement benefits that would be accrued at age 65 under the Vought Aircraft Industries, Inc. Retirement Plan (the "Pension Plan"), as supplemented by the Vought Aircraft Industries, Inc. ERISA 1 Excess Plan and the

Vought Aircraft Industries, Inc. ERISA 2 Excess Plan (collectively, the "Supplemental Retirement Plans").

	Years of Benefit Service
Annual Average Compensation (highest 3 years out of last 10)	Years of Benefit Service
	5		10		15		20		25		30		35
$ 200,000	$	16,700	$	33,300	$	50,000	$	66,700	$	83,300	$	100,000	$	100,000
250,000		20,800		41,700		62,500		83,300		104,200		125,000		125,000
300,000		25,000		50,000		75,000		100,000		125,000		150,000		150,000
400,000		33,300		66,700		100,000		133,300		166,700		200,000		200,000
500,000		41,700		83,300		125,000		166,700		208,300		250,000		250,000
600,000		50,000		100,000		150,000		200,000		250,000		300,000		300,000
750,000		62,500		125,000		187,500		250,000		312,500		375,000		375,000
1,000,000		83,300		166,700		250,000		333,300		416,700		500,000		500,000
1,500,000		125,000		250,000		375,000		500,000		625,000		750,000		750,000
2,000,000		166,700		333,300		500,000		666,700		833,400		1,000,000		1,000,000
5,000,000		416,700		833,400		1,250,000		1,666,700		2,083,400		2,500,000		2,500,000

Compensation covered by the plans for executive officers is substantially equivalent to salary and bonuses as reflected in the Summary Compensation Table. Retirement benefits are limited to 50% of Annual Average Compensation, unless a greater benefit was accrued as of January 1, 1995. The retirement benefits shown in the table above are representative of benefits to be accrued under the current plan formula. For participants who earned benefit service under a prior plan formula, the retirement benefits will be different. The years of combined Benefit Service credited (under both the current and prior formulas) to each of the individuals named in the Summary Compensation Table as of December 31, 2002 are as follows: Mr. Risley, 34.5 years; Mr. McMillan, 2.5 years; Ms. Northup, 23.4 years; Mr. McKenna, 18.5 years; and Mr. Broomall, 12.5 years. The benefits shown in the table above are calculated on a straight life annuity basis at selected compensation levels and years of service reflected in the table above. The listed benefits are not subject to any reduction for Social Security benefits or other offset amounts. Benefits accrued under certain prior plan formulas are subject to offsets, including offsets for social security benefits.

Employment Contracts and Change-in-Control Arrangements

In 2001, Vought established three retention plans for different levels of its executive officers and key management employees. Fewer then 60 employees are covered by these plans. In principle, all three plans provide for separation payments to a covered employee if both of the following events occur:

(1): there is a change in control (as defined); and
(2): in the two years following the change in control, the individual ceases to be an employee because either: Vought terminates the individual for a reason other than cause, death or disability, or the individual resigns after being subject to either (i) a reduction in salary or bonus or (ii) a material downgrade in duties or responsibilities.

If all of the conditions are met, the plans provide that the employee will receive a one-time separation payment of 1x, 2x or 3x salary and bonus (depending on position), plus the pro-rata bonus of the then current year accrued to the date of termination. Some employees also may be entitled to receive the actuarial present value equivalent of certain additional service as if such service had accrued under Vought's pension plans.

The Aerostructures Acquisition triggered the first condition under the plans. However, the second condition will not be triggered with respect to any covered employee unless and until Vought either terminates the employee for the reason stated above or implements changes in compensation or responsibilities that adversely affect a covered employee and, thereafter, the employee resigns. In connection with the Aerostructures Acquisition, executive management is carefully evaluating operational integration and the impact of any reorganization on the compensation and scope of responsibility of employees covered by these plans. Following the consummation of the Aerostructures Acquisition, Vought entered into supplemental agreements with its executive officers and certain other key management personnel whereby those individuals agreed not to exercise their rights under those agreements, except in very limited circumstances, for a period of two years from the date of the Aerostructures Acquisition. The aggregate amount paid pursuant to the supplemental agreements totaled approximately $2.5 million.

Stock and Option Plans

We have adopted a stock option plan under which 1,500,000 shares of our common stock were reserved for issuance for the purpose of providing an incentive to certain key management employees and independent directors. Options issued under the stock option plan generally provide for vesting after approximately 10 years, however, vesting may be accelerated based upon the achievement of certain performance targets. In connection with the Transactions, we assumed a similar stock option plan established by Aerostructures, under which 221,388 shares of our common stock are issuable pursuant to the stock option plan described above.

In 2000, we adopted an employee stock purchase plan, which provides certain employees and independent directors the opportunity to purchase common stock at its estimated fair market value. Certain employee stock purchases are eligible for financing by us through stockholder notes.

Compensation Committee Interlocks and Insider Participation in Compensation Decisions.

The following individuals served as members of the Compensation Committee of the Board of Directors during 2002: David Squier, Allan Holt, Adam Palmer, Ken Cannestra, and Tom Risley. During 2002, Mr. Risley was an employee of the Company, serving as President and CEO. Mr. Risley does not vote on matters relating to his own compensation.

Compensation Committee Report on Executive Compensation

Executive Compensation Policy

Vought Aircraft Industries, Inc., provides an integrated executive compensation program designed to attract and retain strong business leaders; provide total compensation that is competitive within the aerospace and defense market; and to motivate the executive team by linking compensation to individual and Company performance.

The Company's executive compensation program consists of the following integrated elements:

•: Base Salary
•: Annual Incentives
•: Long Term Incentives-Stock Plans

Base Salaries

Base salaries for executives are determined in relation to established salary ranges that target the market value for each executive position. Those salary ranges are developed through the use of

compensation survey data for both the aerospace and general industry, adjusted for company size, comparing executives with comparable responsibilities at other companies.

Base salaries are set within the salary range in recognition of the particular competencies, skills, experience and performance of the individual in question. In general, base salaries for executives are targeted below the 50^th percentile of that salary range, however, individual salaries may meet or exceed that target due to business or industry trends or other individual factors. Executive base salaries and any increase to an executive's base salary are subject to approval by the Compensation Committee.

Annual Incentives

Annual Incentive Compensation is designed to align executive compensation with Company performance as measured by certain key criteria. These are the same criteria utilized to determine incentive compensation for the balance of the organization. Individual target levels for each executive are based upon the individual's current position responsibilities and participation in the success of the Company and the anticipated contribution in future years. For 2002, the incentive compensation pay was determined by the Company's ability to achieve its Adjusted EBITDA, Cashflow and Quality objectives in the Annual Operating Plan.

In general, the combination of incentive compensation and base salary are designed to compensate executive officers at, or just above, market for achieving annual operating plan performance levels.

Annual Incentives Compensation For Executive Officers in 2002

Annual incentive compensation paid in 2002 was at 200% of the target level, reflecting the degree to which the Company met or exceeded its Adjusted EBITDA, Cashflow and Quality objectives.

Long-Term Incentives-Stock Plans

Long-term incentives, in the form of stock options, are designed to link executive management decision-making with the Company's Long Term Strategic Plan and long-term Company performance, thereby aligning executives' interests with those of our stockholders. Stock Options are granted at fair market value at the time of the grant, and therefore the executives receive compensation from the grant only if the underlying stock increases in value.

Stock Option grants are not awarded to executives on an annual basis. Stock Options grants, that vest over time, were awarded to executives in 2001, with the size of the award determined by the scope of the individual executive's responsibilities, and the individual's potential for contributing to the success of the Company. Following that initial grant of awards, additional grants have been awarded from time to time to reflect increases in position responsibilities or for other unique events.

Stock Option Awards to Executive Officers in 2002

In 2002, the Company awarded to executive officers Options for a total of 118,500 shares of Company Stock. These Options were awarded as a result of promotions or increases in job responsibilities, and in connection with a one-time grant of Options that was awarded in lieu of a pay adjustment for certain management-level employees.

Compensation of the CEO in 2002

Tom Risley's base salary was increased in 2002 to reflect his promotion from the position of Chief Operating Officer to President and Chief Executive Officer. The market rate for Mr. Risley's position was established through the use of compensation survey data for both the aerospace and general industry, adjusted for company size. Mr. Risley's base salary was set at a level below the market rate for comparable industry executives, with a greater portion of his annual compensation coming in the

form of annual incentives, thereby increasing the linkage of his annual compensation to the performance of the Company. Mr. Risley's target bonus under the annual incentive compensation plan was increased and he was also awarded an additional grant of Stock Options commensurate with his new position.

As with other Company employees, annual incentive compensation paid to the President and Chief Executive Officer in 2002 was at 200% of Target, reflecting the degree to which the Company met or exceeded its Adjusted EBITDA, Cashflow and Quality objectives.

Submitted by the Compensation Committee.

	David Squier		Ken Cannestra
	Allan Holt		Tom Risley
	Adam Palmer

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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of December 1, 2003 with respect to the beneficial ownership of the capital stock of Vought Aircraft Industries, Inc. as of the date of this prospectus by:

•: each person known to own beneficially more than 5% of the capital stock;
•: each of our directors;
•: each of the executive officers named in the summary compensation table; and
•: all of our directors and executive officers as a group.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a "beneficial" owner of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing any other person's percentage. Under these rules, more than one person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Except as otherwise indicated in these footnotes, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the shares of capital stock.

The address of each of the directors and executive officers listed below is c/o Vought Aircraft Industries, Inc., 9314 West Jefferson Boulevard M/S 2-01, Dallas, Texas 75211.

	Beneficial Ownership of Vought Aircraft Industries, Inc.
Name of Beneficial Owner	Number of Shares	Percentage of Outstanding Capital Stock
TCG Holdings, L.L.C.(1)	24,210,220	93.4	%
Leslie Armitage	—	*
Ken Cannestra	5,000	*
Thomas Corcoran	5,000	*
Allan Holt	—	*
Ian Massey	5,000	*
William McMillan	50,000	*
Adam Palmer	—	*
David Squier	5,000	*
Sam White	1,000	*
Gordon Williams	75,000	*
Tom Risley	8,925	*
Judith Northrup	10,450	*
William McKenna	7,519	*
Vernon Broomall	82,580	*
All directors and executive officers as a group (14 persons)	255,474	1.0	%

*: Denotes less than 1.0% beneficial ownership.

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(1): Carlyle Partners II, L.P., a Delaware limited partnership, Carlyle Partners III, L.P., a Delaware limited partnership, Carlyle International Partners II, L.P., a Cayman Islands limited partnership, Carlyle International Partners III, L.P., a Cayman Islands limited partnership, Carlyle Partners III Coinvestment, L.P., a Delaware limited partnership, Carlyle SBC Partners II, LP, a Delaware limited partnership, Carlyle—Contour Partners, LP, a Delaware limited partnership, Carlyle—Contour International Partners, LP, a Delaware limited partnership, C/S International Partners, a Delaware limited partnership, Carlyle—Aerostructures Partners, LP, a Delaware limited partnership, Carlyle Investment Group, LP, a Delaware limited partnership, Carlyle—Aerostructures Partners II, LP, a Delaware limited partnership, Carlyle—Aerostructures International Partners, LP, a Delaware limited partnership, Carlyle—Aerostructures Management, LP, a Delaware limited partnership and Florida State Board of Administration (collectively, the "Investment Partnerships"), all of which are affiliates of The Carlyle Group with respect to which TC Group, L.L.C. exercises investment discretion and management, own approximately 93.4% of the outstanding common stock of Vought. TC Group, L.L.C. exercises investment discretion and control over the shares held by the Investment Partnerships either directly through its capacity as the sole general partner of certain of the Investment Partnerships or indirectly through its subsidiaries TC Group II, L.L.C. and TC Group III, L.P., which are the sole general partners of certain of the Investment Partnership. TCG Holdings, L.L.C, a Delaware limited liability company, and whose address is c/o The Carlyle Group, 1001 Pennsylvania Ave., N.W., Suite 220S, Washington, D.C. 20004, is the sole managing member of TC Group, L.L.C.

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CERTAIN RELATIONSHIPS AND
RELATED PARTY TRANSACTIONS

The Transactions

CPIII and affiliates owned approximately 92% of Vought on a fully diluted basis and CPII and affiliates owned approximately 96% of Aerostructures on a fully diluted basis when Vought and Aerostructures entered into the Agreement and Plan of Merger. Subsequent to the consummation of the Transactions, private equity investment funds affiliated with The Carlyle Group own approximately 93% of our fully diluted equity and, therefore, The Carlyle Group has the power, subject to certain exceptions, to control our affairs and policies. They also control the election of directors, the appointment of management, the entering into of mergers, sales of substantially all of our assets and other extraordinary transactions.

Management Consulting Agreement

We have entered into a management consulting agreement with TC Group L.L.C. The agreement allows us to avail ourselves of TC Group L.L.C.'s expertise in areas such as financial transactions, acquisitions and other matters that relate to our business, administration and policies. TC Group L.L.C. receives an annual fee of $2.0 million for its management services and advice and is also reimbursed for its out-of-pocket expenses related to these activities. TC Group L.L.C. also serves, in return for additional fees, as our financial advisor or investment banker for mergers, acquisitions, dispositions and other strategic and financial activities. TC Group L.L.C. also received a one-time transaction fee of $2.5 million upon consummation of the Aerostructures Acquisition.

Stockholders Rights Agreement

Vought and stockholders affiliated with The Carlyle Group are parties to a stockholders rights agreement. The agreement provides that three members of our board of directors will be designated by certain affiliates of The Carlyle Group. The parties agree to vote their shares in favor of such affiliates' designees for director.

Certain Related Party Transactions

Certain board members and officers of Aerostructures have ownership interests in the Carlyle Management Group ("CMG"). Prior to the Aerostructures Acquisition, Aerostructures contracted with CMG for services, including direct management assistance with respect to operations, strategic planning and other aspects of the Aerostructures business. Subsequent to the consummation of the Transactions, pursuant to the terms of the Agreement and Plan of Merger, Vought paid $44.9 million to Aerostructures and Aerostructures in turn paid an aggregate of $44.9 million to settle $30.4 million of obligations to certain individuals affiliated with CMG and to settle $14.5 million of obligations related to agreements entered into between Aerostructures and current and former members of Aerostructures' management. In addition, we have in place consulting agreements with one former officer and with one outside director, pursuant to which those individuals provide consulting services to us on various strategic matters.

In connection with the employee stock purchase plan, we financed certain stock purchases that were eligible for financing by us through stockholder notes. Those loans, including interest at 6.09%, are due after 10 years or upon the occurrence of specified events.

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DESCRIPTION OF OUR AMENDED
SENIOR SECURED CREDIT FACILITIES

As part of the Transactions, we entered into an amendment to our senior secured credit facilities and retired Aerostructures' senior credit facility. We summarize below the principal terms of the agreements that govern our amended senior secured credit facilities. This summary is not a complete description of all of the terms of the agreements.

General

The amended senior secured credit facilities are provided by a syndicate of banks and other financial institutions led by Goldman Sachs Credit Partners L.P., as syndication agent, and Lehman Commercial Paper Inc., as administrative agent and collateral agent. As part of the Transactions, we (i) prepaid $60.0 million of term loans, including the retirement of Term Loan A under the amended senior secured credit facilities and (ii) increased availability under the revolving credit facility by $60.0 million. Under the amended senior secured credit facilities, as of September 28, 2003 we had a $74.1 million Term Loan B, a $122.3 million Term Loan C, and a $99.5 million Term Loan X, for a total of $295.9 million of term loans. In addition, we have a $150.0 million revolving credit facility, reduced by outstanding letters of credit of $48.5 million. The revolving credit facility is available for general corporate purposes, including permitted acquisitions, working capital and the issuance of letters of credit on our account. All borrowings are subject to the satisfaction of customary conditions, including the absence of a default and compliance with representations and warranties.

Interest and Fees

The interest rates per annum applicable to loans under our amended senior secured credit facilities are at our option, the Base Rate or Eurodollar Rate plus, in each case, an applicable margin. The applicable margin for term and revolving loans under the amended senior secured credit facilities is subject to adjustment based on the leverage ratio. The Base Rate is a fluctuating interest rate equal to the higher of (a) the prime lending rate announced by Deutsche Bank A.G. and (b) the federal funds effective rate plus one-half of one percent (0.5%). In addition, we are required to pay to the lenders under the revolving credit facility a commitment fee in respect of the unused commitments thereunder at a per annum rate of 0.5% subject to adjustment based on the leverage ratio.

Prepayments

The term loans are required to be prepaid with, subject to certain expectations, 100% of the net proceeds of certain asset sales or dispositions, 50% of the net proceeds of certain equity sales or issuances, subject to adjustment based on the leverage ratio, 100% of the net proceeds from certain insurance recovery and condemnation events and 50% of excess cash flow, subject to adjustment based on the leverage ratio.

Voluntary prepayments of loans under our amended senior secured credit facilities and voluntary reductions in the unused commitments under the revolving credit facility are permitted in whole or in part, in minimum amounts as set forth in the credit agreement.

Amortization of Principal

The Term Loan A was repaid in full as part of the Transactions. The Term Loan B amortizes in scheduled quarterly payments of approximately $24.1 million for the last quarter of 2006 and approximately $25.0 million for each of the first two quarters of 2007. The Term Loan C amortizes in scheduled quarterly payments of approximately $40.2 million for the last quarter of 2007 and $41.1 million for each of the first two quarters of 2008. The Term Loan X amortizes in scheduled

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quarterly payments of approximately $14.6 million for the fourth quarter of 2005 and approximately $21.2 million for each quarter of 2006.

Collateral and Guarantees

The amended senior secured credit facilities are secured by a perfected first priority security interest in substantially all of our tangible and intangible assets including intellectual property, material owned real property and the capital stock of our direct and indirect subsidiaries. The amended senior secured credit facilities are also secured by a pledge of our capital stock owned by affiliates of Carlyle. The amended senior secured credit facilities are unconditionally guaranteed by each of our direct and indirect domestic subsidiaries.

Covenants and Other Matters

The amended senior secured credit facilities contain covenants that limit our ability to, among other things:

•: incur debt (with exceptions that permitted the offering of the outstanding notes);
•: repurchase our capital stock generally;
•: incur liens or other encumbrances;
•: merge, consolidate or sell substantially all our property or business (with exceptions that permitted the Aerostructures Acquisition);
•: sell assets, other than inventory;
•: make investments or acquisitions unless we meet financial tests and other requirements;
•: make capital expenditures; and
•: enter into a new line of business.

The amended senior secured credit facilities also require us to comply with several financial covenants, including a maximum leverage ratio, a minimum interest coverage ratio and a minimum fixed charge coverage ratio.

Events of default under the amended senior secured credit facilities include customary events such as a cross-default provision with respect to other material debt (which includes the notes). In addition, an event of default under the amended senior secured credit facilities would occur if we undergo a change of control. This is defined to include the case where prior to an initial public offering, certain permitted investors cease to own and control at least 51% of the economic and voting interests in our stock, or following an initial public offering, if any person or group acquires a percentage of voting stock greater than the percentage of voting stock then held by certain permitted investors, or certain permitted investors cease to have the power to elect a majority of the members of our Board of Directors or a change of control under the indenture relating to the notes occurs.

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DESCRIPTION OF THE EXCHANGE NOTES

You can find the definitions of certain terms used in this description under the subheading "Certain Definitions." In this description, the terms (i) "Vought", "we," "us" and "our" refer only to Vought Aircraft Industries, Inc. and not to any of its subsidiaries; (ii) "outstanding notes" means the notes issued on July 2, 2003; (iii) "exchange notes" means the notes issued pursuant to the exchange offer; and (iv) "notes" means the outstanding notes and the exchange notes, in each case outstanding at any given time and issued under the indenture.

Vought issued the outstanding notes to the initial purchasers on July 2, 2003. The initial purchasers subsequently resold the outstanding notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside of the United States in reliance on Regulation S under the Securities Act. We will issue the exchange notes under an indenture among us, the Guarantors and Wells Fargo Bank Minnesota, National Association, as trustee. The terms of the exchange notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939. The terms of the exchange notes are identical in all material respects to the outstanding notes except that, upon completion of the exchange offer, the exchange notes will be:

•: registered under the Securities Act;
•: newly issued securities that will not be listed on any securities exchange or included in any automated quotation system; and
•: free of any covenants regarding exchange registration rights

The following description is a summary of the material provisions of the indenture. It does not restate the terms of the indenture in their entirety. We urge you to carefully read the indenture and the Trust Indenture Act of 1939 because they, and not this description, define your rights as holders of the exchange notes. A copy of the indenture may be obtained from us upon request. Certain defined terms used in this description but not defined below under "—Certain Definitions" have the meanings assigned to them in the indenture.

The registered Holder of an exchange note will be treated as the owner of it for all purposes. Only registered Holders will have rights under the indenture.

Brief Description of the Exchange Notes and the Guarantees

The Exchange Notes

The notes:

•: are our general unsecured obligations;
•: arepari passu in right of payment with any of our existing and future senior unsecured Indebtedness;
•: are senior in right of payment to any of our future Indebtedness that expressly provides for its subordination to the notes;
•: are effectively subordinated to all of our existing and future secured Indebtedness; and
•: are unconditionally guaranteed by the Guarantors on a senior unsecured basis.

The Guarantees

The notes are guaranteed by all of our Domestic Subsidiaries. All of the our Subsidiaries are Domestic Subsidiaries.

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Each guarantee of the notes:

•: is a general unsecured obligation of the Guarantor;
•: ispari passu in right of payment with any existing and future senior unsecured Indebtedness of that Guarantor;
•: is senior in right of payment to any future Indebtedness of the Guarantor that expressly provides for its subordination to the Guarantee of the Guarantor; and
•: are effectively subordinated to all existing and future secured Indebtedness of the Guarantor.

As of September 28, 2003, Vought and the Guarantors had total secured Indebtedness of approximately $570.2 million, including $4.3 million of capital leases. The indenture permits us and the Guarantors to incur additional secured Indebtedness.

All of our subsidiaries have guaranteed the notes. In the future, however, it is possible that we will have subsidiaries that are not Domestic Subsidiaries or are Unrestricted Subsidiaries; such Domestic Subsidiaries or Unrestricted Subsidiaries will not be required by the indenture to, and may not, guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor subsidiaries, the non-guarantor subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us.

As of September 28, 2003, all of our subsidiaries are "Restricted Subsidiaries." However, under the circumstances described below under the caption "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries," we are permitted to designate certain of our subsidiaries as "Unrestricted Subsidiaries." Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the indenture. Our Unrestricted Subsidiaries will not guarantee the notes.

Principal, Maturity and Interest

We issued $270,000,000 aggregate principal amount of the notes. We may issue additional notes under the indenture from time to time. Any issuance of additional notes ("Additional Notes") is subject to the covenant described below under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." The notes and any Additional Notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. We issued the notes in denominations of $1,000 and integral multiples of $1,000. The notes will mature on July 15, 2011.

Interest on the exchange notes will accrue at the rate of 8% per annum and will be payable semi-annually in arrears on January 15 and July 15, commencing on July 15, 2004. We will make each interest payment to the Holders of record on the immediately preceding January 1 and July 1.

Interest on the exchange notes will accrue from the most recent interest payment date for which interest has been paid on the outstanding notes and subsequently, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

If a Holder has given us wire transfer instructions, we will pay all principal, interest and premium on that Holder's notes in accordance with those instructions. All other payments on notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless we elect to make interest payments by check mailed to the Holders at their respective addresses set forth in the register of Holders.

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Paying Agent and Registrar for the Notes

The trustee will initially act as paying agent and registrar. We may change the paying agent or registrar without prior notice to the Holders, and we or any of our Restricted Subsidiaries may act as paying agent or registrar.

Subsidiary Guarantees

The notes are guaranteed by each of our current and future Domestic Subsidiaries. All of our Subsidiaries are Domestic Subsidiaries and, therefore, all of our Subsidiaries guarantee the notes. These Guarantees will be joint and several obligations of the Guarantors. The obligations of each Guarantor under its Subsidiary Guarantee are limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors—Federal and state laws permit a court to void the guarantees under certain circumstances."

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than Vought or another Guarantor, unless:

(1)

immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2)

either:

(a): the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the indenture, the notes, its Subsidiary Guarantee and the registration rights agreement pursuant to a supplemental indenture satisfactory to the trustee; or
(b): the Net Proceeds of such sale or other disposition are applied in a manner not in violation of the applicable provisions of the indenture.

The Subsidiary Guarantee of a Guarantor will be released:

(1): in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of ours, if the sale or other disposition is not in violation of the "Asset Sale" or any other provisions of the indenture; or
(2): in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of ours, if the sale is not in violation of the "Asset Sale" or any other provisions of the indenture; or
(3): if the we designate any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture; or
(4): in connection with any Legal Defeasance or Covenant Defeasance of the notes in accordance with the terms of the indenture.

Optional Redemption

At any time prior to July 15, 2006, we may on any one or more occasions redeem up to 35% of the aggregate principal amount of notes issued under the indenture at a redemption price of 108.000% of the principal amount, plus accrued and unpaid interest to the redemption date, with the net cash

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proceeds of one or more Equity Offerings by us or from the cash contribution of equity capital (other than Disqualified Stock) to us,provided that:

(1): at least 65% of the aggregate principal amount of notes (including Additional Notes, if any) issued under the indenture remains outstanding immediately after the occurrence of such redemption (excluding notes held by us and our Subsidiaries); and
(2): the redemption occurs within 120 days of the date of the closing of such Equity Offering.

At any time prior to July 15, 2007, we may also redeem all or a part of the notes, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount of notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to the date of redemption (the "Redemption Date").

Except pursuant to the preceding paragraphs, the notes will not be redeemable at our option prior to July 15, 2007.

On and after July 15, 2007, we may redeem all or a part of the notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 15 of the years indicated below:

Year	Percentage
2007	104.000	%
2008	102.000	%
2009 and thereafter	100.000	%

Selection and Notice

If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption as follows:

(1): if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or
(2): if the notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the trustee deems fair and appropriate.

No notes of $1,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional.

If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the Holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.

Mandatory Redemption

We are not required to make any mandatory redemption or sinking fund payments with respect to the notes. However, under certain circumstances, we may be required to offer to purchase notes as

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described under the captions "—Repurchase at the Option of Holders—Asset Sales" and "—Change of Control." We may at any time and from time to time purchase notes in the open market or otherwise.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each Holder of notes will have the right to require us to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that Holder's notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, the we offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest on the notes repurchased, to the date of purchase. Within 30 days following any Change of Control, we will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, we will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such conflict.

On the Change of Control Payment Date, we will, to the extent lawful:

(1): accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;
(2): deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and
(3): deliver or cause to be delivered to the trustee the notes properly accepted together with an officers' certificate stating the aggregate principal amount of notes or portions of notes being purchased by us.

The paying agent will promptly mail to each Holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any;provided that each new note will be in a principal amount of $1,000 or an integral multiple of $1,000.

We will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described above that require us to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the Holders to require us to repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

We will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by us and purchases all notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption pursuant to the indenture as described above under the caption

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"—Optional Redemption," unless and until there is a default in payment of the applicable redemption price.

A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. Notes repurchased by us pursuant to a Change of Control Offer will have the status of notes issued but not outstanding or will be retired and canceled, at our option. Notes purchased by a third party pursuant to the preceding paragraph will have the status of notes issued and outstanding.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of Vought and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder to require us to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Vought and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

We will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)

we (or our Restricted Subsidiary, as the case may be) receive consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2)

at least 75% of the consideration received in the Asset Sale by us or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

(a): any liabilities, as shown on our or such Restricted Subsidiary's most recent balance sheet, of ours or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to an agreement that releases us or such Restricted Subsidiary from further liability;
(b): any securities, notes or other obligations received by us or any such Restricted Subsidiary from such transferee that are within 90 days, subject to ordinary settlement periods, converted by us or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and
(c): any stock or assets of the kind referred to in clause (II) or (IV) of the next paragraph of this covenant.

Within 360 days after the receipt of any Net Proceeds from an Asset Sale, we (or the applicable Restricted Subsidiary, as the case may be) may apply those Net Proceeds at its option:

(I): to repay secured Indebtedness of Vought or any of its Restricted Subsidiaries and, if such secured Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required);

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(II): to acquire (or enter into a binding agreement to acquire;provided that such commitment will be subject only to customary conditions (other than financing) and such acquisition will be consummated within 90 days after the end of such 360-day period) all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business;
(III): to make a capital expenditure; or
(IV): to acquire (or enter into a binding agreement to acquire;provided that such commitment will be subject only to customary conditions (other than financing) and such acquisition will be consummated within 90 days after the end of such 360-day period) other assets that are used or useful in a Permitted Business.

Pending the final application of any Net Proceeds, we may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, we will make an Asset Sale Offer to all Holders of notes and all holders of other Indebtedness that ispari passu with the notes containing provisions similar to those set forth in the indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of notes and such otherpari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, we may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and otherpari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such otherpari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the indenture, we will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such conflict.

The Credit Agreement currently prohibits us from purchasing any notes, and also provides that certain change of control or asset sale events with respect to Vought would constitute a default under the Credit Agreement. Any future credit agreements or other agreements relating to Indebtedness to which we become a party may contain similar restrictions and provisions. In the event a Change of Control or Asset Sale occurs at a time when we are prohibited from purchasing notes, we could seek the consent of its lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If we do not obtain such a consent or repay such borrowings, we will remain prohibited from purchasing notes. In such case, our failure to purchase tendered notes would constitute an Event of Default under the indenture which would, in turn, constitute a default under such Indebtedness.

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Certain Covenants

Restricted Payments

We will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1): declare or pay any dividend or make any other payment or distribution on account of Vought's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Vought or any of its Restricted Subsidiaries), other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of Vought or to Vought or a Restricted Subsidiary of Vought;
(2): purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Vought) any Equity Interests of Vought or any direct or indirect parent of Vought;
(3): make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the notes or the Subsidiary Guarantees (excluding any intercompany indebtedness between Vought and any of its Restricted Subsidiaries), except a payment of interest or principal at the Stated Maturity thereof; or
(4): make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

(1)

no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and

(2)

Vought would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock;" and

(3)

such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Vought and its Restricted Subsidiaries after July 2, 2003 (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7) and (8) of the next succeeding paragraph), is less than the sum, without duplication, of:

(a): 50% of the Consolidated Net Income of Vought for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after July 2, 2003 to the end of Vought's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit),plus
(b): 100% of the fair market value of the aggregate net proceeds received by Vought since July 2, 2003 as a contribution to its common equity capital or from the issue or sale of Equity Interests of Vought (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of Vought that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of Vought);provided that such aggregate net proceeds are limited to cash, Cash Equivalents or other assets used or useful in a Permitted Business or the Capital Stock of a Person engaged in a Permitted Business,plus

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(c): to the extent that any Restricted Investment that was made after July 2, 2003 is sold for cash or otherwise liquidated or repaid, purchased or redeemed for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment,plus
(d): the amount by which Indebtedness of Vought or any of its Restricted Subsidiaries is reduced on Vought's consolidated balance sheet upon the conversion or exchange after July 2, 2003 of any such Indebtedness incurred after July 2, 2003 into or for Capital Stock (other than Disqualified Stock);plus
(e): to the extent that any Unrestricted Subsidiary of Vought is redesignated as a Restricted Subsidiary after July 2, 2003, the lesser of (i) the fair market value of Vought's Investment in such Subsidiary as of the date of such redesignation or (ii) such fair market value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary.

The preceding provisions will not prohibit:

(1): the payment of any dividend or the consummation of any irrevocable redemption of notes within 60 days after the date of declaration of the dividend or giving of any such redemption notice, as the case may be, if at the date of declaration or notice the dividend or redemption payment would have complied with the provisions of the indenture;
(2): the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of Vought) of, Equity Interests of Vought (other than Disqualified Stock) or from the substantially concurrent cash contribution of common equity capital to Vought;provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from clause (3)(b) of the preceding paragraph;
(3): the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of Vought or any Guarantor in exchange for shares of Capital Stock (other than Disqualified Stock) of Vought or any Guarantor or with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;
(4): so long as no Default or Event of Default has occurred and is continuing, the payment of any dividend by a Restricted Subsidiary of Vought to the holders of its Equity Interests on a pro rata basis;
(5): so long as no Default or Event of Default has occurred and is continuing, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Vought or any Restricted Subsidiary of Vought held by any current or former director, officer, employee or consultant of Vought (or any of its Restricted Subsidiaries) (a) upon the death, disability or termination of employment of such director, officer, employee or consultant or to the extent required pursuant to employee benefit plans, employment agreements or consulting agreements or (b) pursuant to any equity subscription agreement, stock option agreement, shareholders' agreement or similar agreement;provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not in any calendar year exceed the lesser of (A) the sum of (x) $3.5 million and (y) the aggregate amount of Restricted Payments permitted (but not made) pursuant to this clause (5) in prior calendar years following the July 2, 2003 and (B) $8.0 million;
(6): the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;

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(7): the declaration and payment of dividends to holders of any class or series of Disqualified Stock of Vought or any Restricted Subsidiary of Vought issued on or after July 2, 2003 in accordance with the Fixed Charge Coverage test described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock" to the extent such dividends are included in the definition of "Fixed Charges";provided that no Default or Event of Default shall have occurred and be continuing immediately after making such Restricted Payment;
(8): so long as no Default or Event of Default has occurred and is continuing, the purchase by Vought of fractional shares arising out of stock dividends, splits or combinations or business combinations;
(9): the payment of dividends on the common stock of Vought following the first public offering of such common stock after July 2, 2003 (excluding public offerings with respect to common stock of Vought registered on Form S-8) of up to 6% per annum of the net proceeds received by us in such public offering; provided however, that (a) the aggregate amount of all such dividends shall not exceed the aggregate amount of net proceeds received by Vought from such public offering and (b) such dividends will be included in the calculation of the amount of Restricted Payments;
(10): any payments that are made to consummate the transactions pursuant to or contemplated by the Merger Agreement and any other agreement related thereto as in effect on July 2, 2003; and
(11): so long as no Default or Event of Default has occurred and is continuing, other Restricted Payments in an aggregate amount since July 2, 2003 not to exceed $25.0 million.

The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Vought or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors of Vought whose good faith determination will be conclusive and will be delivered to the trustee. Not later than the date of making any Restricted Payment, Vought will deliver to the trustee an officers' certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this "Restricted Payments" covenant were computed, together with a copy of any fairness opinion or appraisal required by the indenture.

Incurrence of Indebtedness and Issuance of Preferred Stock

We will not, and will not permit any of our Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and Vought will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock;provided, however, that Vought and any Guarantor may incur Indebtedness (including Acquired Debt), any Restricted Subsidiary of Vought may incur Acquired Debt, Vought may issue Disqualified Stock or any Guarantor may issue preferred stock, if the Fixed Charge Coverage Ratio for Vought's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

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The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

(1)

the incurrence by Vought and/or any Guarantor of additional Indebtedness and letters of credit under one or more Credit Facilities in an aggregate principal amount, together with the aggregate Securitization Financing Amount, at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Vought and its Subsidiaries thereunder) not to exceed $465.0 million less the sum of all permanent principal payments with respect to such Indebtedness pursuant to clause (I) of the covenant described under the caption "—Repurchase at the Option of Holders—Asset Sales";

(2)

the incurrence by Vought and its Restricted Subsidiaries of Existing Indebtedness;

(3)

the incurrence by Vought and the Guarantors of Indebtedness represented by the outstanding notes and the related Subsidiary Guarantees issued and sold on July 2, 2003 and the exchange notes and the related Subsidiary Guarantees to be issued pursuant to the Exchange Offer;

(4)

the incurrence by Vought or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of Vought or such Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of (A) $12.5 million and (B) 2.0% of Vought's Consolidated Tangible Assets, at any time outstanding;

(5)

the incurrence by Vought or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clause (2), (3) or (5) of this paragraph;

(6)

the incurrence by Vought or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Vought and any of its Restricted Subsidiaries;provided, however, that:

(a): if Vought or any Guarantor is the obligor on such Indebtedness and the obligee is not Vought or any Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the notes, in the case of Vought, or the Subsidiary Guarantee, in the case of a Guarantor; and
(b): (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Vought or a Restricted Subsidiary of Vought and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Vought or a Restricted Subsidiary of Vought will be deemed, in each case, to constitute an incurrence of such Indebtedness by Vought or such Subsidiary, as the case may be, that was not permitted by this clause (6);

(7)

the issuance by any of Vought's Restricted Subsidiaries to Vought or any of its Restricted Subsidiaries of shares of preferred stock,provided that (i) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than Vought or a Restricted Subsidiary of Vought and (ii) any sale or other transfer of any such preferred stock to a Person that is not either Vought or a Restricted Subsidiary of Vought will be deemed, in each case, to constitute an issuance of preferred stock by Vought or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (7);

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(8): the incurrence by Vought or any of its Subsidiaries of Hedging Obligations;
(9): the guarantee by Vought or any of the Guarantors of Indebtedness of Vought or any Guarantor that was permitted to be incurred by another provision of this covenant;
(10): the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant;provided, in each such case, that the amount thereof is included in Fixed Charges of Vought as accrued;
(11): the incurrence by Vought's Unrestricted Subsidiaries of Non-Recourse Debt,provided, however, that if any such Indebtedness ceases to be Non-Recourse Debt of an Unrestricted Subsidiary, such event will be deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary of Vought that was not permitted by this clause (11);
(12): the incurrence by Vought or any of its Restricted Subsidiaries of Indebtedness in respect of workers' compensation claims, defined benefit plans, self-insurance obligations, bankers' acceptances, and performance and surety bonds in the ordinary course of business;
(13): the incurrence by Vought or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days;
(14): the incurrence by Foreign Subsidiaries of Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, defease, renew, extend, refinance or replace any Indebtedness incurred pursuant to this clause (14), not to exceed $20.0 million (or the U.S. dollar equivalent);
(15): the incurrence by a Receivables Subsidiary of Indebtedness in a Qualified Receivables Transaction that is without recourse to Vought or to any other Subsidiary of Vought or their assets (other than such Receivables Subsidiary and its assets and, as to Vought or any Restricted Subsidiary of Vought, other than pursuant to representations, warranties, covenants and indemnities customary for such transactions) and is not guaranteed by Vought or any such Restricted Subsidiary of Vought; and
(16): the incurrence by Vought or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (16), not to exceed $30.0 million.

For purposes of determining compliance with this "Incurrence of Indebtedness and Issuance of Preferred Stock" covenant, in the event that an item of Indebtedness (including Acquired Debt) meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (16) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Vought will be permitted to divide and classify or (later classify or reclassify in whole or in part in its sole discretion) such item of Indebtedness in any manner that complies with this covenant.

Liens

We will not, and will not permit any of our Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) securing Indebtedness, Attributable Debt or trade payables upon any of their property or assets, now owned or

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hereafter acquired, unless all payments due under the indenture and the notes are secured on an equal and ratable basis (or on a senior basis to, in the case of obligations subordinated in right or payment to the notes) with the obligations so secured until such time as such obligations are no longer secured by a Lien.

Dividend and Other Payment Restrictions Affecting Subsidiaries

We will not, and will not permit any of our Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1): pay dividends or make any other distributions on its Capital Stock to Vought or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Vought or any of its Restricted Subsidiaries,provided that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock;
(2): make loans or advances to Vought or any of its Restricted Subsidiaries; or
(3): transfer any of its properties or assets to Vought or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1): agreements governing Existing Indebtedness and Credit Facilities as in effect on July 2, 2003 and any amendments, modifications, restatements, renewals, increases, supplements, refundings, restructurings, replacements or refinancings of those agreements,provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, restructurings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on July 2, 2003;
(2): the indenture, the notes and the Subsidiary Guarantees;
(3): Hedging Obligations entered into from time to time;
(4): applicable law, rule, regulation or order;
(5): any instrument governing Indebtedness or Capital Stock of a Person acquired by Vought or any of its Restricted Subsidiaries as in effect at the time of such acquisition or assumed by Vought or any of its Restricted Subsidiaries in connection with an acquisition of all or substantially all the assets of a Person (except to the extent such Indebtedness or Capital Stock was incurred or assumed in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired,provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;
(6): customary non-assignment provisions in leases, licenses or similar contracts entered into in the ordinary course of business and consistent with past practices;
(7): purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations permitted under the indenture that impose restrictions of the nature described in clause (3) of the preceding paragraph on the property purchased or leased;

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(8): any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(9): Permitted Refinancing Indebtedness,provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness, taken as a whole, are not materially more restrictive as determined by the Board of Directors of Vought than those contained in the agreements governing the Indebtedness being refinanced;
(10): Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described above under the caption "—Liens" that limit the right of the debtor to dispose of the assets subject to such Liens;
(11): provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
(12): restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13): Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction,provided that such restrictions apply only to such Receivables Subsidiary;
(14): any agreement governing Indebtedness permitted to be incurred pursuant to the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock"; provided (a) that the provisions relating to such Indebtedness, taken as a whole, are not materially more restrictive as determined by the Board of Directors of Vought than the provisions contained in the Credit Agreement or in the indenture as in effect on July 2, 2003 and (b) such encumbrance or restriction will not affect Vought's ability to make principal or interest payments on the notes, as determined in good faith by the Board of Directors of Vought; and
(15): any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement governing Indebtedness incurred by such Foreign Subsidiary that was permitted by the terms of the indenture to be incurred.

Merger, Consolidation or Sale of Assets

We may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Vought is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Vought and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(1): either: (a) Vought is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Vought) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;
(2): the Person formed by or surviving any such consolidation or merger (if other than Vought) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Vought under the notes and the indenture pursuant to agreements reasonably satisfactory to the trustee;
(3): immediately after such transaction no Default or Event of Default exists; and

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(4): Vought or the Person formed by or surviving any such consolidation or merger (if other than Vought), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock."

In addition, Vought may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person.

Notwithstanding the foregoing:

(A): Vought may merge with an Affiliate incorporated solely for the purpose of reincorporating Vought in another jurisdiction; and
(B): any Restricted Subsidiary of Vought may consolidate with, merge into or transfer all or part of its properties and assets to Vought or to a Subsidiary that is a Guarantor.

Transactions with Affiliates

We will not, and will not permit any of our Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an "Affiliate Transaction"), unless:

(1)

the Affiliate Transaction is on terms that are no less favorable to Vought or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Vought or such Restricted Subsidiary with an unrelated Person; and

(2)

Vought delivers to the trustee:

(a): with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors of Vought set forth in an officers' certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of Vought; and
(b): with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, a written opinion from an independent investment banking, accounting or appraisal firm of nationally recognized standing to the effect that such Affiliate Transaction is fair, from a financial standpoint, to Vought and its Restricted Subsidiaries or not materially less favorable to Vought and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's-length transaction with a Person who was not an Affiliate.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1): any employment agreements or arrangements, employee benefit plans or arrangements, officer and director indemnification agreements or arrangements or other similar agreements or arrangements entered into by Vought or any of its Restricted Subsidiaries in the ordinary course of business;

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(2): transactions between or among Vought and/or its Restricted Subsidiaries;
(3): transactions with a Person that is an Affiliate of Vought solely because Vought owns an Equity Interest in, or controls, such Person;
(4): payment of reasonable directors' fees and indemnity provided on behalf of officers, directors or employees of Vought or any of its Restricted Subsidiaries;
(5): any issuance or sale of Equity Interests (other than Disqualified Stock) to, or receipt of capital contributions from, Affiliates of Vought;
(6): Restricted Payments and Permitted Investments that are permitted by the provisions of the indenture described above under the caption "—Restricted Payments";
(7): transactions between Vought and any Person, a director of which is also a director of Vought;provided, however, that such director abstains from voting as a director of Vought on any matter involving such other Person;
(8): any amounts payable pursuant to the Management Agreement as in effect on July 2, 2003 or pursuant to any amendment thereto or restatement or replacement thereof to the extent that such amendment, restatement or replacement does not provide for any amounts in excess of those set forth in the Management Agreement as in effect on July 2, 2003;
(9): consummation of the Acquisition, including but not limited to execution and consummation of the Merger Agreement and related documentation and the payment of all fees, expenses, consideration and other amounts paid in connection therewith;
(10): the issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or funding of, employment arrangements, stock options and stock ownership plans or similar employee benefit plans approved by the Board of Directors of Vought in good faith and loans to employees of Vought and its Subsidiaries that are approved by the Board of Directors of Vought in good faith;
(11): transactions between or among Vought and/or its Subsidiaries or transactions between a Receivables Subsidiary and any Person in which the Receivables Subsidiary has an Investment, in each case as required to effect a Qualified Receivables Transaction; and
(12): transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case on ordinary business terms consistent with past practices and otherwise in compliance with the terms of the indenture, which are fair to Vought or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors or senior management of Vought, or are on terms at least as favorable as could reasonably have been obtained at such time from a Person that is not an Affiliate of Vought or any of its Restricted Subsidiaries.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by Vought and its Restricted Subsidiaries in the Subsidiary properly designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption "—Restricted Payments" or under one or more clauses of the definition of Permitted Investments, as determined by Vought. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors may

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redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.

Additional Subsidiary Guarantees

If Vought or any of its Restricted Subsidiaries acquires, creates or permits to exist another Domestic Subsidiary after July 2, 2003 that has a book value in excess of $1.0 million, then that newly acquired, created or existing Domestic Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the trustee within 10 Business Days of the date on which it was acquired, created or was otherwise required to become a Guarantor;provided, however, that the foregoing shall not apply to any Receivables Subsidiary or any Subsidiary that has properly been designated as an Unrestricted Subsidiary in accordance with the indenture for so long as they continue to constitute a Receivables Subsidiary or an Unrestricted Subsidiary.

Sale and Leaseback Transactions

Vought will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction;provided that Vought or any Guarantor may enter into a sale and leaseback transaction if:

(1): Vought or that Guarantor, as applicable, could have incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock";
(2): the gross cash proceeds of that sale and leaseback transaction are at least equal to the fair market value, if the fair market value is greater than $5.0 million, as determined in good faith by the Board of Directors of Vought and set forth in an officers' certificate delivered to the trustee, of the property that is the subject of that sale and leaseback transaction; and
(3): the transfer of assets in that sale and leaseback transaction is permitted by, and Vought applies the proceeds of such transaction in a manner not in violation of, the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales."

Business Activities

We will not, and will not permit any of our Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to Vought and its Subsidiaries taken as a whole.

Payments for Consent

We will not, and will not permit any of our Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid and is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

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Reports

Whether or not required by the Commission, so long as any notes are outstanding, we will furnish to the trustee for mailing to the Holders, within the time periods specified in the Commission's rules and regulations:

(1): all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if Vought were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by Vought's certified independent accountants; and
(2): all current reports that would be required to be filed with the Commission on Form 8-K if Vought were required to file such reports.

If we have designated any of our Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in the "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the financial condition and results of operations of Vought and its Restricted Subsidiaries separate from the financial condition and results of operations of our Unrestricted Subsidiaries.

In addition, following the consummation of the exchange offer contemplated by the registration rights agreement (the "Exchange Offer"), whether or not required by the Commission, we will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) and make such information available to prospective investors upon request. In addition, we and the Guarantors have agreed to furnish to the Holders and to prospective investors, upon request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the outstanding notes are not freely transferable under the Securities Act.

Events of Default and Remedies

Each of the following is an Event of Default:

(1): default for 30 days in the payment when due of interest on the notes;
(2): default in payment when due of the principal of, or premium, if any, on the notes;
(3): failure by Vought or any of its Restricted Subsidiaries to comply with the provisions described under the captions "—Certain Covenants—Merger, Consolidation or Sale of Assets," "—Repurchase at the Option of Holders—Asset Sales" or "—Repurchase at the Option of Holders—Change of Control";
(4): failure by Vought or any of its Restricted Subsidiaries for 30 days after notice to comply with the provisions described under the captions "—Certain Covenants—Restricted Payments" or "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";
(5): failure by Vought or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the indenture;
(6): default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Vought or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Vought or any of

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its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after July 2, 2003, if that default:

(a): is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"); or
(b): results in the acceleration of such Indebtedness prior to its Stated Maturity,

and the amount of such Payment Default or the amount of the Indebtedness being so accelerated in either case aggregates $25.0 million or more;

(7): failure by Vought or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;
(8): except as permitted by the indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect; and
(9): certain events of bankruptcy or insolvency described in the indenture with respect to Vought or any of its Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary.

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to Vought, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all notes outstanding will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the Holders of at least 25% in principal amount of the notes then outstanding, including the exchange notes, may declare all the notes to be due and payable immediately.

However, a default under clause (4) or (5) above will not constitute an Event of Default until the trustee or the Holders of 25% in aggregate principal amount of the notes outstanding notify Vought of the default and Vought does not cure such default within the time specified after receipt of such notice.

Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, Holders of a majority in principal amount of the notes then outstanding may direct the trustee in its exercise of any trust or power. The trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except with respect to a Default or Event of Default relating to the payment of principal, premium, and interest on the notes.

The Holders of a majority in aggregate principal amount of the notes then outstanding by notice to the trustee may, on behalf of the Holders of all of the notes, waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of principal, premium, interest if any, on the notes;provided that the Holders of a majority in aggregate principal amount of the then outstanding notes may rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree or if all existing Events of Default have been cured or waived.

In the event an Event of Default described in clause (6)(a) above has occurred and is continuing, such Event of Default shall be automatically annulled if the Payment Default triggering such Event of Default pursuant to clause (6)(a) above shall be remedied or cured by Vought or a Restricted Subsidiary of Vought or waived by the holders of the relevant Indebtedness within 60 days of its occurrence and all other Events of Default, if any, under the Indenture have been cured and waived.

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In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of Vought with the intention of avoiding payment of the premium that Vought would have had to pay if Vought then had elected to redeem the notes pursuant to the optional redemption provisions of the indenture, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the notes. If an Event of Default occurs prior to July 15, 2007, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of Vought with the intention of avoiding the prohibition on redemption of the notes prior to that date, then the premium specified in the indenture with respect to the first year that the notes may be redeemed at Vought's option will also become immediately due and payable to the extent permitted by law upon the acceleration of the notes.

We are required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, we are required to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of Vought or any Guarantor, as such, will have any liability for any obligations of Vought or the Guarantors under the notes, the indenture, the Subsidiary Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

We may, at our option and at any time, elect to have all of its obligations discharged with respect to the notes outstanding and all obligations of the Guarantors discharged with respect to their Subsidiary Guarantees ("Legal Defeasance") except for:

(1): the rights of Holders of notes outstanding to receive payments in respect of the principal of, or interest or premium, if any, on such notes when such payments are due from the trust referred to below;
(2): Vought's obligations with respect to the notes concerning issuing temporary notes, registration of notes, replacing mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;
(3): the rights, powers, trusts, duties and immunities of the trustee, and Vought's and the Guarantors' obligations in connection therewith; and
(4): the Legal Defeasance provisions of the indenture.

In addition, we may, at our option and at any time, elect to have the obligations of Vought and the Guarantors released with respect to certain covenants (including its obligations to make Change of Control Offers and Asset Sale Offers) that are described in the indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "—Events of Default and Remedies" will no longer constitute an Event of Default with respect to the notes.

If we exercise our Legal Defeasance option or its Covenant Defeasance option, each Guarantor will be released from all of its obligations with respect to the Subsidiary Guarantees.

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In order to exercise either Legal Defeasance or Covenant Defeasance:

(1)

we must irrevocably deposit with the trustee, in trust, for the benefit of the Holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank or firm of independent public accountants, to pay the principal of, premium and interest on the notes outstanding on the Stated Maturity or on the applicable redemption date, as the case may be, and we must specify whether the notes are being defeased to maturity or to a particular redemption date;

(2)

in the case of Legal Defeasance, we have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that:

(a): we have received from, or there has been published by, the Internal Revenue Service a ruling; or
(b): since the date of the indenture, there has been a change in the applicable federal income tax law;

in either case to the effect that, and based thereon such opinion of counsel will confirm that, the Holders of the notes outstanding will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3): in the case of Covenant Defeasance, we have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the Holders of the notes outstanding will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
(4): no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);
(5): such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the indenture) to which we or any of our Subsidiaries is a party or by which we or any of our Subsidiaries is bound;
(6): we must deliver to the trustee an opinion of counsel to the effect that, assuming, among other things, no intervening bankruptcy of Vought between the date of deposit and the 91st day following the deposit, and assuming that no holder is an "insider" of Vought under applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally;
(7): we must deliver to the trustee an officers' certificate stating that the deposit was not made by us with the intent of preferring the Holders of notes over the other creditors of ours with the intent of defeating, hindering, delaying or defrauding our creditors or others; and
(8): we must deliver to the trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent relating to Legal Defeasance or Covenant Defeasance have been complied with.

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However, the opinion of counsel required by clause (2) above will not be required if all notes not theretofore delivered to the trustee for cancellation have become due and payable, will become due and payable on their maturity date within one year or are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in our name, and at our expense.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the indenture or the notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing default or compliance with any provision of the indenture or the notes may be waived with the consent of the Holders of a majority in principal amount of the notes then outstanding, including the exchange notes, (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

Without the consent of each Holder affected, an amendment or waiver may not (with respect to any notes held by a non-consenting Holder):

(1): reduce the principal amount of notes whose Holders must consent to an amendment, supplement or waiver;
(2): reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption "—Repurchase at the Option of Holders");
(3): reduce the rate of or change the time for payment of interest on any note;
(4): waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the notes (except a rescission of acceleration of the notes by the Holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration);
(5): make any note payable in currency other than that stated in the notes;
(6): make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of Holders of notes to receive payments of principal of, premium or interest on the notes;
(7): waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption "—Repurchase at the Option of Holders"); or
(8): make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding, without the consent of any Holder, we, the Guarantors and the trustee may amend or supplement the indenture or the notes:

(1): to cure any ambiguity, defect or inconsistency;
(2): to provide for uncertificated notes in addition to or in place of certificated notes;
(3): to provide for the assumption of our obligations to Holders of notes in the case of a merger or consolidation or sale of all or substantially all of our assets;
(4): to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the indenture of any such Holder;

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(5): to comply with requirements of the Commission in order to effect or maintain the qualification of the indenture under the Trust indenture Act;
(6): to comply with the rules of any applicable securities depository;
(7): to comply with the covenant relating to mergers, consolidations and sales of assets;
(8): to add Guarantees with respect to the notes or to secure the notes;
(9): to add to the covenants of Vought or any Guarantor for the benefit of the Holders or surrender any right or power conferred upon us or any Guarantor; or
(10): to evidence and provide for the acceptance and appointment under the indenture of a successor trustee pursuant to the requirements thereof.

The consent of the Holders is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

After an amendment under the indenture becomes effective, we are required to mail to Holders of the notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, will not impair or affect the validity of the amendment.

Satisfaction and Discharge

The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

(1)

either:

(a): all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to us, have been delivered to the trustee for cancellation; or
(b): all notes that have not been delivered to the trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise and Vought or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption;

(2)

no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which we or any Guarantor is a party or by which we or any Guarantor is bound;

(3)

Vought or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and

(4)

Vought has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.

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In addition, we must deliver an officers' certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Governing Law

The indenture, the notes and the Subsidiary Guarantees are governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

Concerning the Trustee

If the trustee becomes a creditor of Vought or any Guarantor, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee is permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

The Holders of a majority in principal amount of the notes then outstanding, including the exchange notes, will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee is required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any Holder, unless such Holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Additional Information

Anyone who receives this prospectus may obtain a copy of the indenture without charge by writing to Vought Aircraft Industries, Inc., 9314 West Jefferson Boulevard M/S 2-01, Dallas, TX 75211, Attention: Investor Relations.

Certain Definitions

Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

"Acquired Debt" means, with respect to any specified Person:

(1): Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and
(2): Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

"Acquisition" means, the transaction pursuant to which TA Acquisition Holdings, Inc. merged with and into Vought and Vought thereby acquired TA Acquisition Holdings, Inc.'s wholly-owned subsidiary, The Aerostructures Corporation, pursuant to the Merger Agreement.

"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person;provided, however, that no Person (other than Vought or any Subsidiary of Vought) in whom a Receivables Subsidiary makes an Investment in connection with a Qualified Receivables Transaction will be deemed to be an

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Affiliate of Vought or any of its Subsidiaries solely by reason of such Investment. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings.

"Applicable Premium" means, with respect to any note on any Redemption Date, the greater of:

(1)

1.0% of the principal amount of the note; and

(2)

the excess of:

(a): the present value at such Redemption Date of (i) the redemption price of the note at July 15, 2007 (such redemption price being set forth in the table appearing above under the caption "—Optional Redemption") plus (ii) all required interest payments due on the note through July 15, 2007 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over
(b): the principal amount of the note.

"Asset Sale" means:

(1): the sale, lease, conveyance or other disposition of any assets or rights;provided that the sale, conveyance or other disposition of all or substantially all of the assets of Vought and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption "—Repurchase at the Option of Holders—Change of Control" and/or the provisions described above under the caption "—Certain Covenants—Merger, Consolidation or Sale of Assets" and not by the provisions of the Asset Sale covenant; and
(2): the issuance of Equity Interests in any of Vought's Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries.

Notwithstanding the preceding, the following items will not be deemed to be Asset Sales:

(1): any single transaction or series of related transactions that involves assets having a fair market value of less than $2.5 million;
(2): a transfer of assets between or among Vought and its Restricted Subsidiaries,
(3): an issuance of Equity Interests by a Restricted Subsidiary to Vought or to another Restricted Subsidiary;
(4): the sale or lease of products, services, equipment, inventory, accounts receivable or other assets in the ordinary course of business or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business;
(5): the sale or other disposition of cash or Cash Equivalents;
(6): the license of patents, trademarks, copyrights and know-how to third Persons in the ordinary course of business;
(7): the sale or exchange of equipment in connection with the purchase or other acquisition of other equipment, in each case used in a Permitted Business;
(8): the creation of Liens;
(9): a Restricted Payment that does not violate, or Permitted Investment that is permitted by, the covenant described above under the caption "—Certain Covenants—Restricted Payments";

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(10): sales of accounts receivable and related assets of the type specified in the definition of "Qualified Receivables Transaction" to a Receivables Subsidiary for the fair market value thereof, including cash in an amount at least equal to 75% of the book value thereof as determined in accordance with GAAP, it being understood that, for the purposes of this clause (10), notes received in exchange for the transfer of accounts receivable and related assets will be deemed cash if the Receivables Subsidiary or other payor is required to repay said notes as soon as practicable from available cash collections less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of Vought entered into as part of a Qualified Receivables Transaction; and
(11): transfers of accounts receivable and related assets of the type specified in the definition of "Qualified Receivables Transaction" (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction.

"Attributable Debt" in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

"Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned" have correlative meanings.

"Board of Directors" means:

(1): with respect to a corporation, the board of directors of the corporation;
(2): with respect to a partnership, the Board of Directors of the general partner of the partnership; and
(3): with respect to any other Person, the board or committee of such Person serving a similar function.

"Business Day" means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close.

"Capital Lease Obligation" means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

"Capital Stock" means:

(1): in the case of a corporation, corporate stock;
(2): in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
(3): in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and
(4): any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

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"Cash Equivalents" means:

(1): United States dollars and any other currency that is convertible into United States dollars without legal restrictions and which is utilized by Vought or any of its Restricted Subsidiaries in the ordinary course of its business;
(2): securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition;
(3): certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $500.0 million;
(4): repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;
(5): commercial paper having one of the two highest ratings obtainable from Moody's Investors Service, Inc. or Standard & Poor's Rating Services and in each case maturing within one year after the date of acquisition;
(6): money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition; and
(7): overnight deposits and demand deposit accounts (in the respective local currencies) maintained in the ordinary course of business.

"Change of Control" means the occurrence of any of the following:

(1): prior to the occurrence of the first public offering of common stock of Vought, the Permitted Holders cease to be the Beneficial Owners, directly or indirectly, of a majority of the Voting Stock of Vought, measured by voting power rather than number of shares, whether as a result of the issuance of securities of Vought, any merger, consolidation, liquidation or dissolution of Vought, any direct or indirect transfer of securities by the Permitted Holders or otherwise;
(2): the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Vought and its Restricted Subsidiaries taken as a whole to any "person" (as that term is used in Section 13(d)(3) of the Exchange Act) other than a Permitted Holder or a Related Party of a Permitted Holder;
(3): the adoption of a plan relating to the liquidation or dissolution of Vought;
(4): the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Permitted Holders and their Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Vought, measured by voting power rather than number of shares; or
(5): the first day on which a majority of the members of the Board of Directors of Vought are not Continuing Directors.

"Commission" means the Securities Exchange Commission.

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"Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such periodplus:

(1): an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income;plus
(2): provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income;plus
(3): consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income;plus
(4): depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income;plus
(5): unrealized non-cash losses resulting from foreign currency balance sheet adjustments required by GAAP to the extent such losses were deducted in computing such Consolidated Net Income;plus
(6): all other extraordinary, unusual or non-recurring items of loss, charge or expense;minus
(7): all extraordinary, unusual or non-recurring non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

"Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP;provided that:

(1): the Net Income (or loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;
(2): the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;
(3): the cumulative effect of a change in accounting principles will be excluded; and

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(4): any impairment loss of such Person or its Restricted Subsidiaries relating to goodwill or other non-amortizing intangible asset will be excluded.

"Consolidated Tangible Assets" means, as of any date of determination, the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom all goodwill, trade names, trademarks, patents, unamortized debt discount and expense (to the extent included in said aggregate amount of assets) and other like intangibles, all as set forth in the most recent consolidated balance sheet of Vought and its Restricted Subsidiaries as of the end of the fiscal quarter ending not more than 135 days prior to such date and computed in accordance with GAAP. Consolidated Tangible Assets shall be calculated after giving effect to the transaction giving rise to the need to calculate Consolidated Tangible Assets.

"Continuing Directors" means, as of any date of determination, any member of the Board of Directors of Vought who:

(1): was a member of such Board of Directors on the July 2, 2003; or
(2): was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

"Credit Agreement" means that certain Credit Agreement, originally dated as of July 24, 2000, as amended by the First, Second, Third, Fourth, Fifth and Sixth Amendments through July 2, 2003, by and among Vought, certain subsidiaries of Vought, Lehman Commercial Paper Inc., as Administrative Agent, certain financial institutions as lenders and other agents and arrangers party thereto, providing for up to $316 million of term loan borrowings and $150 million of revolving credit borrowings, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) from time to time.

"Credit Facilities" means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks, investment banks, insurance companies, mutual funds and/or other institutional lenders providing for revolving credit loans, term loans, receivables or inventory financing (including through the sale of receivables or inventory to such lenders or to special purpose entities formed to borrow from such lenders against such receivables or inventory) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

"Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

"Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Vought to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Vought may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "—Certain Covenants—Restricted Payments."

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"Domestic Subsidiary" means any Restricted Subsidiary of Vought that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of Vought.

"Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

"Equity Offering" means any public or private sale of Capital Stock (other than Disqualified Stock) made for cash on a primary basis by Vought after the July 2, 2003.

"Existing Indebtedness" means Indebtedness of Vought and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement and the notes and related Subsidiary Guarantees) in existence on the July 2, 2003, until such amounts are repaid.

"Fixed Charge Coverage Ratio" means with respect to any specified Person for any four-quarter reference period, the ratio of the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such period to the Fixed Charges of such Person and its Restricted Subsidiaries for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the applicable period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of such period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1): acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, subsequent to the commencement of the applicable four-quarter reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of such period, including any Consolidated Cash Flow and any pro forma expense and cost reductions that have occurred or are reasonably expected to occur, in the reasonable judgment of the chief financial officer of the specified Person (regardless of whether those cost savings or operating improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or policy of the Commission related thereto);
(2): the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded;
(3): the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;
(4): any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during the applicable four-quarter reference period;
(5): any Person that is not a Restricted Subsidiary on such Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during the applicable four-quarter reference period; and

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(6): if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire applicable four-quarter reference period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).

"Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of:

(1): the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations;plus
(2): the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period;plus
(3): any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon;plus
(4): the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of Vought (other than Disqualified Stock) or to Vought or a Restricted Subsidiary of Vought, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal,

in each case, on a consolidated basis and in accordance with GAAP.

"Foreign Subsidiary" means any Restricted Subsidiary of Vought that was not formed under the laws of the United States or any state of the United States or the District of Columbia.

"GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, in effect as of July 2, 2003.

"Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

"Guarantors" means each of:

(1): Vought's Subsidiaries in existence on July 2, 2003; and
(2): any other Subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of the indenture;

and their respective successors and assigns.

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"Hedging Obligations" means, with respect to any specified Person, the obligations of such Person incurred in the normal course of business and consistent with past practices and not for speculative purposes under:

(1): interest rate swap agreements, interest rate cap agreements and interest rate collar agreements entered into with one or more financial institutions for hedging purposes and not for purposes of speculation;
(2): foreign exchange contracts and currency protection agreements entered into with one or more financial institutions and designed to protect the Person or entity entering into the agreement against fluctuations in currency exchange rates with respect to Indebtedness incurred and not for purposes of speculation;
(3): any commodity futures contract, commodity option or other similar agreement or arrangement designed to protect against fluctuations in the price of commodities used by such Person at the time; and
(4): other agreements or arrangements designed to protect such person against fluctuations in interest rates or currency exchange rates.

"Holder" means a holder of notes.

"Indebtedness" means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1): in respect of borrowed money;
(2): evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);
(3): in respect of banker's acceptances;
(4): representing Capital Lease Obligations;
(5): representing the balance deferred and unpaid of the purchase price of any property due more than six months after such property is acquired; or
(6): representing the loss value of any Hedging Obligations;

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date will be (a) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount and (b) in connection with any Qualified Receivables Transaction, the Securitization Financing Amount.

In addition, for the purpose of avoiding duplication in calculating the outstanding principal amount of Indebtedness for purposes of the covenant described under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock", Indebtedness arising solely by reason of the existence of a Lien to secure other Indebtedness permitted to be incurred under the covenant described under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" will not be considered incremental Indebtedness.

Indebtedness will not include the obligations of any Person (A) resulting from the endorsement of negotiable instruments for collection in the ordinary course of business, (B) under stand-by letters of

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credit to the extent collateralized by cash or Cash Equivalents and (C) resulting from representations, warranties, covenants and indemnities given by such Person that are reasonably customary for sellers or transferors in an accounts receivable securitization transaction.

"Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Vought or any Restricted Subsidiary of Vought sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of Vought such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of Vought, Vought will be deemed to have made an Investment on the date of any such sale or disposition in an amount equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments." The acquisition by Vought or any Restricted Subsidiary of Vought of a Person that holds an Investment in a third Person will be deemed to be an Investment made by Vought or such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person on the date of any such acquisition in an amount determined as provided in the final paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments."

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and, except in connection with any Qualified Receivables Transaction, any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

"Management Agreement" means the Management Agreement dated as of July 24, 2000 by and between Vought and TC Group L.L.C., a Delaware limited liability company.

"Merger Agreement" means the Agreement and Plan of Merger dated as of May 12, 2003 by and among Vought, TA Acquisition Holdings, Inc. and The Aerostructures Corporation.

"Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1): any gain (or loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and
(2): any extraordinary gain (or loss), together with any related provision for taxes on such extraordinary gain (or loss).

"Net Proceeds" means the aggregate cash proceeds received by Vought or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, recording fees, title transfer fees, appraiser fees, costs of preparation of assets for sale and any relocation expenses incurred as a result of the Asset Sale, and taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions

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and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

"Non-Recourse Debt" means Indebtedness:

(1): as to which neither Vought nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) is the lender;
(2): no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the notes) of Vought or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and
(3): as to which the lenders have been notified in writing that they will not have any recourse to the stock (other than the stock of an Unrestricted Subsidiary pledged by Vought or any of its Restricted Subsidiaries) or assets of Vought or any of its Restricted Subsidiaries.

"Obligations" means any principal premium and liquidated damages, if any, interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization, whether or not a claim for post-filing interest is allowed in such proceeding), penalties, fees, charges, expenses, indemnifications, reimbursement obligations, damages, guarantees and other liabilities or amounts payable under the documentation governing any Indebtedness or in respect thereto.

"Permitted Business" means the lines of business conducted by Vought and its Restricted Subsidiaries on July 2, 2003 and any business incidental or reasonably related thereto or which is a reasonable extension thereof as determined in good faith by Vought's Board of Directors and set forth in an officers' certificate delivered to the trustee.

"Permitted Holders" means (1) T.C. Group L.L.C. (which operates under the trade name "The Carlyle Group"), a Delaware limited liability company, and its Related Parties, (2) Carlyle Partners II, L.P. and its Related Parties, and (3) Carlyle Partners III, L.P. and its Related Parties or any other investment fund controlled by T.C. Group L.L.C.

"Permitted Investments" means:

(1)

any Investment in Vought or in a Restricted Subsidiary of Vought;

(2)

any Investment in Cash Equivalents;

(3)

any Investment by Vought or any Subsidiary of Vought in a Person, if as a result of such Investment:

(a): such Person becomes a Restricted Subsidiary of Vought; or
(b): such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Vought or a Restricted Subsidiary of Vought;

(4)

any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales";

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(5): any Investment solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Vought or made with the proceeds of a substantially concurrent sale of such Equity Interests (other than Disqualified Stock);
(6): any Investments received in compromise or resolution of obligations of (A) trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (B) litigation, arbitration or other similar disputes;
(7): Hedging Obligations permitted to be incurred under the covenant described under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";
(8): repurchases of the notes;
(9): loans and advances to officers, directors and employees in an aggregate amount not to exceed $3.5 million outstanding at any time;
(10): Investments of any Person (other than Indebtedness of such Person) in existence at the time such Person becomes a Subsidiary of Vought;provided such Investment was not made in connection with or anticipation of such Person becoming a Subsidiary of Vought;
(11): Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers' compensation, performance and other similar deposits;
(12): any Investment consisting of a guarantee permitted under the covenant described under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";
(13): Investments consisting of non-cash consideration received in the form of securities, notes or similar obligations in connection with dispositions of obsolete or worn out assets permitted pursuant to the indenture;
(14): advances, loans or extensions of credit to suppliers in the ordinary course of business by Vought or any of its Restricted Subsidiaries;
(15): Investments in any Person to the extent such Investment existed on July 2, 2003 and any Investment that replaces, refinances or refunds such an Investment,provided that the new Investment is in an amount that does not exceed that amount replaced, refinanced or refunded and is made in the same Person as the Investment replaced, refinanced or refunded;
(16): Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;
(17): so long as no Default or Event of Default has occurred and is continuing, any Investment in one or more joint ventures or Unrestricted Subsidiaries that, in collaboration with other entities engaged in a Permitted Business, represents a collaborative effort to design, develop, manufacture, assemble or otherwise provide structural assemblies, systems and related products and services for one or more specific commercial, military or business aircraft programs on commercially reasonable terms and conditions,provided, however, that (a) the purpose of such Investment is to fund the participation of Vought or any of its Restricted Subsidiaries in any such joint venture or Unrestricted Subsidiary, (b) any Indebtedness of such joint venture or Unrestricted Subsidiary is Non-Recourse Debt, (c) such Investment (having a fair market value measured on the date such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (17) since July 2, 2003, shall not exceed 12% of Consolidated Tangible Assets at any time outstanding and (d) at the time of the making of any such Investment pursuant to this clause (17), Vought, after giving pro forma effect to the making of such

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Investment and any related transactions could incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;" andprovided, further, that Permitted Investments made in any Unrestricted Subsidiary pursuant to this clause (17) shall not increase the amount of Restricted Payments permitted to be made under the covenant described under the caption "—Certain Covenants—Restricted Payments" upon any redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary;

(18): the acquisition by a Receivables Subsidiary in connection with a Qualified Receivables Transaction of Equity Interests of a trust or other Person established by such Receivables Subsidiary to effect such Qualified Receivables Transaction; and any other Investment by Vought or a Restricted Subsidiary of Vought in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction;provided, that such other Investment is in the form of a note or other instrument that the Receivables Subsidiary or other Person is required to repay as soon as practicable from available cash collections less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of Vought entered into as part of a Qualified Receivables Transaction; and
(19): other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (19) since July 2, 2003, not to exceed $25.0 million at any time outstanding.

"Permitted Liens" means:

(1): Liens of Vought and any Guarantor securing (A) Indebtedness under Credit Facilities that was permitted by the terms of the indenture to be incurred or (B) Indebtedness evidenced by debt securities sold to institutional investors that was incurred pursuant to the first paragraph of the covenant described under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";
(2): Liens in favor of Vought or the Guarantors;
(3): Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Vought or any Subsidiary of Vought;provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Vought or the Subsidiary;
(4): Liens on property existing at the time of acquisition of the property by Vought or any Restricted Subsidiary of Vought,provided that such Liens were in existence prior to the contemplation of such acquisition;
(5): Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;
(6): Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant described under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" covering only the assets acquired with or financed by such Indebtedness;
(7): Liens existing on July 2, 2003;

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(8)

Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded,provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(9)

Liens on assets of Unrestricted Subsidiaries that secure Non-Recourse Debt of Unrestricted Subsidiaries;

(10)

Liens imposed by law, such as carriers', warehousemen's, landlord's and mechanics' Liens, in each case, incurred in the ordinary course of business;

(11)

survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(12)

Liens created for the benefit of (or to secure) the notes (or Guarantees of the notes);

(13)

Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the indenture;provided, however, that:

(A): the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and
(B): the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed amount, of the Permitted Referencing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such refinancings, refunding, extension, renewal or replacement;

(14)

Liens arising from customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with importation of goods, and Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances or similar credit transactions issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory of goods;

(15)

Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security;

(16)

purported Liens evidenced by filing of precautionary U.C.C. financing statements relating to operating leases for personal property;

(17)

Liens on inventory and work-in-progress in favor of the United States government or administrative agencies thereof arising in the ordinary course of business in connection with progress payments under government contracts or sub-contracts;

(18)

Liens by reason of judgment or decree not otherwise resulting in an Event of Default;

(19)

Liens securing Hedging Obligations permitted under the indenture or any Credit Facility;

(20)

Liens securing insurance premium financing arrangements that are limited to the applicable insurance contract;

142

(21): Liens securing Acquired Debt incurred in accordance with the covenant described under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock",provided that such Liens secured such Acquired Debt at the time of and prior to the incurrence of such Acquired Debt by Vought or any of its Restricted Subsidiaries and such Liens do not extend to or cover any property or assets of Vought or any of its Restricted Subsidiaries other than property or assets that secured the Acquired Debt prior to it being incurred by Vought or any of its Restricted Subsidiaries;
(22): Liens on assets of a Receivables Subsidiary incurred in connection with a Qualified Receivables Transaction; and
(23): Liens incurred in the ordinary course of business of Vought or any Subsidiary of Vought with respect to obligations that do not exceed $5.0 million at any one time outstanding.

"Permitted Refinancing Indebtedness" means any Indebtedness of Vought or any of its Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of Vought or any of its Subsidiaries (other than intercompany Indebtedness); provided that:

(1): the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith);
(2): such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;
(3): if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the notes on terms at least as favorable to the Holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and
(4): such Indebtedness is incurred either by Vought, a Guarantor or by the Subsidiary that is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

"Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

"Qualified Receivables Transaction" means any transaction or series of transactions entered into by Vought or any of its Restricted Subsidiaries pursuant to which Vought or any of its Restricted Subsidiaries sells, conveys or otherwise transfers to (i) a Receivables Subsidiary (in the case of a transfer by Vought or any of its Restricted Subsidiaries) and (ii) any other Person (in the case of a transfer by a Receivables Subsidiary), or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of Vought or any of its Restricted Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

143

"Receivables Subsidiary" means a Subsidiary of Vought which engages in no activities other than in connection with the financing of accounts receivable and which is designated by the Board of Directors of Vought (as provided below) as a Receivables Subsidiary (a) no portion of the Indebtedness or any other Obligations (contingent or otherwise) of which (i) is guaranteed by Vought or any Restricted Subsidiary of Vought (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction), (ii) is recourse to or obligates Vought or any Restricted Subsidiary of Vought in any way other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction or (iii) subjects any property or asset of Vought or any Restricted Subsidiary of Vought (other than accounts receivable and related assets as provided in the definition of "Qualified Receivables Transaction"), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction, (b) with which neither Vought nor any Restricted Subsidiary of Vought has any material contract, agreement, arrangement or understanding other than on terms no less favorable to Vought or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Vought, other than fees payable in the ordinary course of business in connection with servicing accounts receivable and (c) with which neither Vought nor any Restricted Subsidiary of Vought has any obligation to maintain or preserve such Subsidiary's financial condition or cause such Restricted Subsidiary to achieve certain levels of operating results. Any such designation by the Board of Directors of Vought will be evidenced to the trustee by filing with the trustee a certified copy of the resolution of the Board of Directors of Vought giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing conditions.

"Related Party" means:

(1): any controlling stockholder, majority owned Subsidiary, or immediate family member (in the case of an individual) of any Permitted Holder; or
(2): any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a majority controlling interest of which consist of any one or more Permitted Holders and/or such other Persons referred to in the immediately preceding clause (1).

"Restricted Investment" means an Investment other than a Permitted Investment.

"Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

"Securitization Financing Amount" means, as of any date, with respect to a Qualified Receivables Transaction, that portion of the Indebtedness of the related Receivables Subsidiary that is attributable to the accounts receivable and related assets of the type described in the definition of "Qualified Receivables Transaction" transferred to such Receivables Subsidiary by or on behalf of Vought and its Restricted Subsidiaries.

"Significant Subsidiary" means any Restricted Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation was in effect as of July 2, 2003.

"Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

144

"Subsidiary" means, with respect to any specified Person:

(1): any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and
(2): any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

"Subsidiary Guarantee" means any Guarantee by a Guarantor of Vought's payment Obligations under the indenture and the notes, executed pursuant to the provisions of the indenture.

"Treasury Rate" means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to July 15, 2007; provided, however, that if the period from the Redemption Date to July 15, 2007 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

"Unrestricted Subsidiary" means any Subsidiary of Vought (other than the Subsidiaries of Vought on the July 2, 2003 or any successor to any of them) that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors of Vought, but only to the extent that such Subsidiary:

(1): has no Indebtedness other than Non-Recourse Debt;
(2): is not party to any agreement, contract, arrangement or understanding with Vought or any Restricted Subsidiary of Vought unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Vought or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Vought;
(3): is a Person with respect to which neither Vought nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and
(4): has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Vought or any of its Restricted Subsidiaries.

Any designation of a Subsidiary of Vought as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of the resolution of the Board of Directors of Vought giving effect to such designation and an officers' certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption "—Certain Covenants—Restricted Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Vought as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock," Vought will be in default of such covenant. The Board of Directors of Vought may at any time designate any

145

Unrestricted Subsidiary to be a Restricted Subsidiary;provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Vought of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock," calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

"Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1): the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by
(2): the then outstanding principal amount of such Indebtedness.

146

BOOK ENTRY; DELIVERY AND FORM

The exchange notes will be issued in the form of one or more fully registered notes in global form ("Global Notes"). Ownership of beneficial interests in a Global Note will be limited to persons ("participants") who have accounts with The Depository Trust Company ("DTC") or persons who hold interests through participants. Ownership of beneficial interests in a Global Note will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants).

So long as The Depository Trust Company, or its nominee, is the registered owner or holder of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by the Global Note for all purposes under the indenture and the exchange notes. No beneficial owner of an interest in a Global Note will be able to transfer that interest except in accordance with DTC's applicable procedures, in addition to those provided for under the indenture.

Payments of the principal of, and interest on, a Global Note will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of Vought, the Subsidiary Guarantors or the Trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

We expect that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a Global Note, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Note as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in such Global Note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds.

We expect that DTC will take any action permitted be taken by a holder of exchange notes (including the presentation of exchange notes for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in a Global Note is credited and only in respect of such portion of the aggregate principal amount of exchange notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the exchange notes, DTC will exchange the applicable Global Note for Certificated Notes, which it will exchange distribute to its participants.

We understand that: DTC is a limited purpose trust company organized under the laws of the State of New York, a "banking organization" within the meaning of New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the Uniform Commercial Code and a "Clearing Agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Indirect access to DTC system is available to others such as banks, brokers, dealers and trust companies and certain other organizations that clear through or maintain a custodial relationship with a participant, either directly or indirectly ("indirect participants").

Although DTC is expected to follow the foregoing procedures in order to facilitate transfers of interests in a Global Note among participants of DTC, it is under no obligation to perform or continue

147

to perform such procedures, and such procedures may be discontinued at any time. None of Vought, the Subsidiary Guarantors or the Trustee will have any responsibility for the performance by DTC or its respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

If DTC is at any time unwilling or unable to continue as a depositary for the Global Notes and a successor depositary is not appointed by Vought within 90 days, we will issue Certificated Notes in exchange for the Global Notes. Holders of an interest in a Global Note may receive Certificated Notes in accordance with DTC's rules and procedures in addition to those provided for under the indenture.

148

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

The following discussion is a summary of the material U.S. federal income tax consequences relevant to the exchange of the outstanding notes pursuant to this exchange offer, but does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the Internal Revenue Code of 1986, as amended (the "Code"), U.S. Treasury Regulations issued thereunder, Internal Revenue Service rulings and pronouncements and judicial decisions now in effect, all of which are subject to change at any time. Any such change may be applied retroactively in a manner that could adversely affect a holder of the notes. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a holder in light of such holder's particular circumstances or to holders subject to special rules, such as certain financial institutions, U.S. expatriates, insurance companies, dealers in securities or currencies, traders in securities, tax-exempt organizations and persons holding the notes as part of a "straddle," "hedge," "conversion transaction" or other integrated transaction. In addition, the effect of any applicable state, local or foreign tax laws is not discussed.

We have not sought and will not seek any rulings from the Internal Revenue Service ("IRS") with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the exchange of the outstanding notes for the exchange notes pursuant to this exchange offer.

PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH REGARD TO THE APPLICATION OF THE TAX CONSEQUENCES DISCUSSED BELOW TO THEIR PARTICULAR SITUATIONS AS WELL AS THE APPLICATION OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS, INCLUDING GIFT AND ESTATE TAX LAWS.

The Exchange

The exchange of the outstanding notes for the exchange notes in the exchange offer will not be treated as an "exchange" for federal income tax purposes, because the exchange notes will not be considered to differ materially in kind or extent from the outstanding notes. Accordingly, the exchange of outstanding notes for exchange notes will not be a taxable event to holders for federal income tax purposes. Moreover, the exchange notes will have the same tax attributes as the outstanding notes and the same tax consequences to holders as the outstanding notes have to holders, including without limitation, the same issue price, adjusted issue price, adjusted tax basis and holding period. Therefore, references to "notes" apply equally to the exchange notes and the outstanding notes.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus together with any resale of those exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in the resales of exchange notes received in exchange for outstanding notes where those outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that for a period of up to 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer that requests it in the letter of transmittal for use in any such resale.

We will not receive any proceeds from any sale of exchange notes by broker-dealers or any other persons. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that of those exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the exchange notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

The validity of the securities offered hereby is being passed upon for us by Latham & Watkins LLP, New York, New York.

EXPERTS

The consolidated financial statements of Vought Aircraft Industries, Inc. and its subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for the years then ended and for the period from inception (July 24, 2000) through December 31, 2000 appearing in this prospectus and the registration statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of TA Acquisition Holdings, Inc. as of December 27, 2002 and December 28, 2001 and for the years ending December 27, 2002, December 28, 2001 and December 29, 2000, included in this prospectus, have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the U.S. Securities and Exchange Commission, or the "SEC," a registration statement on Form S-4, the "exchange offer registration statement," which term shall encompass all amendments, exhibits, annexes and schedules thereto, pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder, which we refer to collectively as the "Securities Act," covering the exchange notes being offered. This prospectus does not contain all the information in the exchange offer registration statement. For further information with respect to Vought Aircraft Industries, Inc. and the exchange offer, reference is made to the exchange offer registration statement. Statements made in this prospectus as to the contents of any contract, agreement or other documents referred to are not necessarily complete. For a more complete understanding and description of each contract, agreement or other document filed as an exhibit to the exchange offer registration statement, we encourage you to read the documents contained in the exhibits.

The indenture governing the notes provides that we will furnish to the holders of the notes copies of the periodic reports required to be filed by us with the SEC under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, which we refer to collectively as the "Exchange Act." Even if we are not subject to the periodic reporting and informational requirements of the Exchange Act, we will make such filings to the extent that such filings are accepted by the SEC. Furthermore, we will provide the trustee for the notes within 15 days after such filings with annual reports containing the information required to be contained in Form 10-K and quarterly reports containing the information required to be contained in Form 10-Q promulgated by the Exchange Act. From time to time, we will also provide such other information as is required to be contained in Form 8-K promulgated by the Exchange Act. If the filing of such information is not accepted by the SEC or is prohibited by the Exchange Act, you can obtain a copy of such report, at no cost, by writing or telephoning us at the following address:

Vought Aircraft Industries, Inc.
9314 West Jefferson Boulevard M/S 2-01
Dallas, Texas 75211
Attention: General Counsel
(972) 946-2011

To ensure timely delivery, please make your request as soon as practicable and, in any event, no later than five business days prior to the expiration of the exchange offer.

You can read and copy any document we file with the SEC at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20540. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public at the SEC's web site athttp://www.sec.gov.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
Report of Ernst & Young LLP, Independent Auditors		F-2
Vought Aircraft Industries, Inc. Audited Financial Statements
	Consolidated Balance Sheets	F-3
	Consolidated Statements of Operations	F-4
	Consolidated Statements of Stockholders' Equity (Deficit)	F-5
	Consolidated Statements of Cash Flows	F-6
	Notes to Consolidated Financial Statements	F-7
Vought Aircraft Industries, Inc. Quarterly Unaudited Financial Statements
	Condensed Consolidated Balance Sheets	F-29
	Condensed Consolidated Statements of Operations	F-30
	Condensed Consolidated Statements of Cash Flows	F-31
	Notes to Condensed Consolidated Financial Statements	F-32
Report of Independent Auditors to TA Acquisition Holdings, Inc.		F-47
	Consolidated Balance Sheets	F-48
	Consolidated Statements of Operations and Comprehensive Income	F-49
	Consolidated Statements of Stockholders' Equity	F-50
	Consolidated Statements of Cash Flows	F-51
	Notes to Consolidated Financial Statements	F-52

F-1

Report of Ernst & Young LLP, Independent Auditors

The Board of Directors
Vought Aircraft Industries, Inc.

We have audited the accompanying consolidated balance sheets of Vought Aircraft Industries, Inc. and subsidiaries (the "Company") as of December 31, 2002 and 2001, and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for the years then ended and for the period from inception (July 24, 2000) through December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Vought Aircraft Industries, Inc. and subsidiaries at December 31, 2002 and 2001, and the consolidated results of its operations and its cash flows for the years then ended and for the period from inception (July 24, 2000) through December 31, 2000, in conformity with accounting principles generally accepted in the U.S.

As described in Note 2 to the consolidated financial statements, effective January 1, 2001, the Company adopted Statement of Financial Accounting Standards No. 133,Accounting for Derivative Instruments and Hedging Activities, and effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142,Goodwill and Other Intangible Assets.

/s/ ERNST & YOUNG LLP

Fort Worth, Texas
February 21, 2003

F-2

Vought Aircraft Industries, Inc.

Consolidated Balance Sheets

($ in millions)

		December 31,
		2002			2001
Assets
Current assets:
	Cash and cash equivalents	$	68.6		$	31.9
	Accounts receivable, net of allowance for doubtful accounts of $0 and $2.3 million in 2002 and 2001, respectively		86.7			139.8
	Inventories		202.7			318.6
	Other current assets		4.6			1.9

Total current assets			362.6			492.2
Property, plant and equipment, net			334.7			366.5
Goodwill, net			96.7			42.0
Identifiable intangible assets, net			71.5			148.0
Prepaid pension			—			254.9
Debt origination costs, net and other assets			7.8			12.4

	Total assets	$	873.3		$	1,316.0

Liabilities and stockholders' equity (deficit)
Current liabilities:
	Accounts payable, trade	$	38.3		$	35.7
	Accrued and other liabilities		68.4			61.5
	Accrued payroll and employee benefits		72.5			105.9
	Derivative liability-interest rate swaps		10.3			4.2
	Accrued contract liabilities		104.3			60.9

Total current liabilities			293.8			268.2
Long-term liabilities:
	Accrued post employment benefits		433.4			433.6
	Accrued pension		234.0			53.6
	Long-term bank debt		395.6			505.0
	Derivative liability—interest rate swaps		—			12.2
	Other non-current liabilities		19.4			22.5

Total liabilities			1,376.2			1,295.1
Stockholders' equity (deficit):
	Common stock, par value $.01; 25,000,000 shares authorized, 17,896,965 and 17,891,965 issued and outstanding in 2002 and 2001, respectively		0.2			0.2
	Additional paid-in capital		178.8			178.7
	Shares held in rabbi trust		(1.9	)		(1.9	)
	Stockholders' loans		(2.3	)		(2.3	)
	Accumulated deficit		(149.0	)		(69.3	)
	Accumulated other comprehensive loss		(528.7	)		(84.5	)

	Total stockholders' equity (deficit)	$	(502.9	)	$	20.9

Total liabilities and stockholders' equity (deficit)		$	873.3		$	1,316.0

See accompanying notes

F-3

Vought Aircraft Industries, Inc.

Consolidated Statements of Operations

($ in millions)

									Period from Inception (July 24, 2000) to December 31, 2000
			Years Ended December 31,
			2002			2001
Net sales			$	1,200.7		$	1,422.0		$	578.3
Costs and expenses
	Cost of sales			1,051.9			1,198.1			459.7
	Selling, general and administrative expenses			186.8			206.4			90.9
	Intangible impairment charge			5.9			2.0			—

		Total costs and expenses		1,244.6			1,406.5			550.6

Operating income (loss)				(43.9	)		15.5			27.7
Other income (expense)
	FAS 133 non-cash income (expense)-interest rate swaps			6.1			(8.6	)		—
	Interest income			2.3			1.9			1.1
	Interest expense			(44.2	)		(64.4	)		(34.7	)

Loss before income taxes and the cumulative effect of a change in accounting principle				(79.7	)		(55.6	)		(5.9	)
Income taxes				—			—			—

Loss before the cumulative effect of a change in accounting principle				(79.7	)		(55.6	)		(5.9	)
Cumulative effect of a change in accounting principle				—			(7.8	)		—

Net loss			$	(79.7	)	$	(63.4	)	$	(5.9	)

See accompanying notes

F-4

Vought Aircraft Industries, Inc.

Consolidated Statements of Stockholders' Equity (Deficit)

($ in millions)

		Common Stock		Additional Paid-In Capital		Shares Held In Rabbi Trust			Shareholders' Loans			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Equity (Deficit)
At Inception		$	—	$	—	$	—		$	—		$	—		$	—		$	—
Net loss													(5.9	)					(5.9	)
Minimum pension liability adjustment																(35.1	)		(35.1	)

	Comprehensive Loss																		(41.0	)

Issuance of common stock to employees for loans					2.2					(2.2	)		—
Issuance of common stock for initial capitalization			0.2		172.3														172.5
Issuance of common stock					2.9														2.9
Contribution of shares to Rabbi Trust							(1.9	)											(1.9	)

Balance at December 31, 2000			0.2		177.4		(1.9	)		(2.2	)		(5.9	)		(35.1	)		132.5
Net loss													(63.4	)					(63.4	)
Minimum pension liability adjustment																(49.4	)		(49.4	)

	Comprehensive loss																		(112.8	)

Issuance of common stock to employees for loans					0.1					(0.1	)								—
Issuance of common stock					1.2														1.2

Balance at December 31, 2001			0.2		178.7		(1.9	)		(2.3	)		(69.3	)		(84.5	)		20.9
Net loss													(79.7	)					(79.7	)
Minimum pension liability adjustment																(444.2	)		(444.2	)

	Comprehensive loss																		(523.9	)

Issuance of common stock					0.1														0.1

Balance at December 31, 2002			0.2		178.8		(1.9	)		(2.3	)		(149.0	)		(528.7	)		(502.9	)

See accompanying notes

F-5

Vought Aircraft Industries, Inc.

Consolidated Statements of Cash Flows

($ in millions)

								Period from Inception (July 24, 2000) to December 31, 2000
		Years Ended December 31,
		2002			2001
Operating activities
Loss before the cumulative effect of a change in accounting principle		$	(79.7	)	$	(55.6	)	$	(5.9	)
Adjustments to reconcile loss before the cumulative effect of a change in accounting principle to net cash provided by operating activities:
	Depreciation and amortization		67.9			73.8			30.6
	Loss from asset sales		5.4			0.1			—
	Intangible impairment charge		5.9			2.0			—
	FAS 133 non-cash (income)/loss—interest rate swaps		(6.1	)		8.6			—
Changes in current assets and liabilities:
	Accounts receivable		53.1			(27.2	)		8.1
	Inventories, net of advances and progress billings		115.9			137.1			(4.6	)
	Other current assets		(2.7	)		4.8			(6.1	)
	Accounts payable, trade		2.6			(7.2	)		4.4
	Accrued payroll and employee benefits		(33.4	)		39.7			38.5
	Accrued and other liabilities		6.9			32.6			13.5
	Accrued contract liabilities		43.4			6.8			—
Other assets and liabilities—long-term			(12.4	)		(33.2	)		(11.4	)

Net cash provided by operating activities			166.8			182.3			67.1
Investing activities
	Cash paid for Northrop Grumman aerostructures business unit		—			—			(681.6	)
	Capital expenditures		(21.1	)		(35.9	)		(12.1	)
	Proceeds from asset sales		0.3			0.5			—

Net cash used in investing activities			(20.8	)		(35.4	)		(693.7	)
Financing activities
	Proceeds from long-term bank debt		—			150.0			525.0
	Payments on long-term bank debt		(109.4	)		(140.0	)		(30.0	)
	Payment of debt origination costs		—			(4.2	)		(15.9	)
	Payment of seller note		—			(148.0	)		—
	Proceeds from issuance of common stock for initial capitalization		—			—			172.5
	Proceeds from issuance of common stock to employees		0.1			1.2			1.0

Net cash (used in) provided by financing activities			(109.3	)		(141.0	)		652.6
Net increase in cash and cash equivalents			36.7			5.9			26.0
Cash and cash equivalents at beginning of period			31.9			26.0			—

Cash and cash equivalents at end of period		$	68.6		$	31.9		$	26.0

See accompanying notes

F-6

1. BASIS OF PRESENTATION

Organization

Vought Aircraft Industries, Inc. and its wholly owned subsidiaries, VAC Industries, Inc. and Vought Commercial Aircraft Corporation are herein referred to as the "Company" or "Vought." The Company is the world's largest independent supplier of commercial and military aerostructures. The majority of the Company's products are sold to The Boeing Company and, for military contracts, ultimately to the U.S. Government. The Corporate office is in Dallas, Texas, and production work is performed at sites in Hawthorne, California; Dallas and Grand Prairie, Texas; Milledgeville, Georgia; and Stuart, Florida.

Acquisition

On July 24, 2000, the inception date of the Company, Vought acquired from Northrop Grumman Corporation substantially all of the assets and non-intercompany liabilities of the Aerostructures Business Area for an original purchase price of $848.2 million. The acquisition was funded with $525.0 million of bank debt, $175.0 million of paid-in-kind holding company seller notes, and $172.5 million of equity from the issuance of 17,253,500 shares of common stock for initial capitalization of the Company. During 2001, in connection with settlement discussions between the Company and Northrop Grumman Corporation relating to purchase price adjustments, the Company paid off the Seller Note and related accrued interest of $20.7 million in full on July 24, 2001 with $148 million in cash. As a result, the final purchase price for the acquisition aggregated to $800.5 million.

During 2001, upon completion of plans to restructure the Company and appraisals of the fair values of the acquired assets and assumed liabilities, the Company's allocation of the purchase price was revised from the original allocation, which was based on preliminary estimates. The revised purchase price allocation by asset and liability groups is as follows:

	($ in millions)			($ in millions)
Accounts receivable	$	112.4	Current liabilities	$	140.1
Inventories		451.1	Accrued post employment benefits		429.1
Property, plant and equipment		378.5	Accrued pension		13.7
Prepaid pension		241.0	Other noncurrent liabilities		29.3
Identifiable intangibles		181.0
Goodwill		47.2
Other assets		1.5	Total liabilities	$	612.2

Total assets	$	1,412.7	Purchase price	$	800.5

Financial Condition

The financial health of the commercial airline industry has a direct and significant effect on the Company's commercial business programs. The commercial airline industry has been negatively impacted in recent periods by an economic downturn that began in 2000, the September 11, 2001 terrorist attacks and, most recently, by rapidly increasing fuel costs. As commercial airline companies have delayed or cancelled new aircraft orders, aircraft manufacturers and their suppliers have experienced reduced revenues and margins.

F-7

Despite this industry downturn, the Company has generated positive cash flow from operations and reduced its total debt by over $300 million since its July 2000 inception. In addition, the Company was awarded several contracts in 2002, including the P-3 Orion wings, Lockheed Martin F-22 Raptor horizontal stabilator, Northrop Grumman Global Hawk enhanced wing design, Lockheed Martin C-5 Galaxy aircraft flight control surfaces, lower wing skins for the Lockheed Martin F-35 Joint Strike Fighter and an agreement to provide 60 additional C-17 Globemaster III shipsets of aerostructures. The Company is aggressively pursuing additional new business opportunities in 2003, which have the potential to further add to the long-term contracts for the Company. Management anticipates further reductions in 2003 operating expenses, and it is currently reviewing and implementing plans which provide for additional employee reductions, benefit design changes and plant rearrangements for optimal production efficiencies. Based upon current operating plans, management believes that the Company has sufficient resources to meet its working capital needs. However, the Company's future ability to reduce operating costs, increase product sales and meet future debt and pension funding requirements will continue to be influenced by the pace of the commercial airline industry recovery.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include Vought Aircraft Industries, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes and, in particular, estimates of contract costs and revenues used in the earning recognition process. Estimates have been prepared on the basis of the most current and best available information. The Company has recorded all estimated contract losses. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers cash on hand, deposits with banks, and other short-term marketable securities with original maturities of three months or less as cash and cash equivalents.

Accounts Receivable

Accounts receivable include amounts billed and currently due from customers, amounts currently due but unbilled, certain estimated contract changes, claims in negotiation that are probable of recovery, and amounts retained by the customer pending contract completion. Unbilled amounts are usually billed and collected within one year. The Company continuously monitors collections and payments from their customers and maintains a provision for estimated credit losses, as deemed appropriate, based upon historical experience and any specific customer collection issues that have been identified.

Inventories

Inventoried costs primarily relate to work in process under fixed-price contracts. They represent accumulated contract costs less the portion of such costs allocated to delivered items. Accumulated

F-8

contract costs include direct production costs, manufacturing and engineering overhead, production tooling costs, and certain allowable general and administrative expenses.

Property, Plant and Equipment

Additions to property, plant and equipment are recorded at cost. Depreciation is calculated principally on the straight-line method over the estimated useful lives of the assets. Repairs and maintenance, which are not considered betterments and do not extend the useful life of property and equipment, are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the asset and accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in income.

Impairment of Long Lived Assets, Identifiable Intangible Assets, and Goodwill

The Company records impairment losses on long-lived assets, including identifiable intangible assets, when events and circumstances indicate that the assets might be impaired and the undiscounted projected cash flows associated with those assets are less than the carrying amounts of those assets. In those situations, impairment loss on a long-lived asset is measured based on the excess of the carrying amount of the asset over the asset's fair value, generally determined based upon discounted estimates of future cash flows. For assets held for sale, impairment losses are recognized based upon the excess of carrying value over the estimated fair value of the assets, less estimated selling costs. For goodwill, effective January 1, 2002, the Company performs an annual impairment test, in accordance with Statement of Financial Accounting Standards (SFAS) No. 142.

Derivatives

Derivatives consist of interest rate swap agreements. Gains and losses from interest rate swaps are included on the accrual basis in interest expense. Gains and losses from terminated interest rate swaps are deferred and recognized consistent with the terms of the underlying transactions (further described in Note 11).

Advance and Progress Payments

Advance payments by customers for deposits on orders not yet delivered are recorded as current liabilities. Progress payments received on contracts-in-process are first offset against related contract costs that are included in inventory, with any remaining amount reflected in current liabilities.

Revenue and Profit Recognition

The Company recognizes revenue on production contracts as deliveries are made and, in certain instances, upon acceptance by the final customer. On the majority of programs, the margin on sales is based on the estimated margin to be realized over the life of the related contract. Certain contracts contain provisions for revenue sharing, price redetermination or for cost and/or performance incentives.

F-9

Such redetermined amounts or incentives are included in sales when the amounts can reasonably be determined. Amounts representing contract change orders, claims or limitations in funding are included in sales only when they can be reasonably estimated and realization is probable. Changes in estimates for sales and profits are recognized in the period in which they are determinable using the cumulative catch-up method. In the period in which a probable loss is estimated to result from the performance of a contract, the entire amount of the estimated future loss is charged against income. Loss provisions for contracts are first offset against costs that are included in inventory, with any remaining amount reflected in accrued contract liabilities.

Stock-Based Compensation

The Company grants stock options for a fixed number of shares to employees and directors with an exercise price equal to the fair value of the shares at the date of grant. The Company accounts for stock option grants using the intrinsic value method in accordance with the Accounting Principles Board Opinion No. 25,Accounting for Stock Issued to Employees ("APB 25"), and related interpretations. The following schedule reflects the impact on net loss if the Company had applied the fair value recognition provisions of SFAS No. 123,Accounting for Stock Based Compensation, to stock based employee compensation:

							Period from Inception (July 24, 2000) to December 31, 2000
	Year Ended December 31,
	2002			2001
	($ in millions)
Reported net loss	$	(79.7	)	$	(63.4	)	$	(5.9	)
Compensation expense per SFAS No. 123		(.6	)		(.4	)		—

Pro forma net loss for SFAS No. 123	$	(80.3	)	$	(63.8	)	$	(5.9	)

The effects of applying SFAS No. 123 in the pro forma disclosure may not be indicative of future amounts as options vest over several years and additional option grants are expected.

The fair value of each option is estimated on the date of grant using Black-Scholes option-pricing model with the following assumptions:

	2002	2001
Expected dividend yield	0%	0	%
Risk free interest rate	2.90% - 4.50%	5	%
Expected life of options	5 years	6 years

Debt Origination Costs

Debt origination costs are amortized using the effective interest rate method. Amortization is adjusted when debt prepayments are made to more closely match the reduction of the debt balance. Debt origination costs, net of accumulated amortization, are $7.5 million and $12.0 million at December 31, 2002 and 2001, respectively.

Warranty Reserves

A reserve has been established to provide for the estimated future cost of warranties on the Company's delivered products. Management periodically reviews the reserves and adjustments are made

F-10

accordingly. Warranties cover such factors as non-conformance to specifications and defects in material and workmanship. The following is a rollforward of amounts accrued for warranty reserves:

	Warranty Reserve
	($ in millions)
Balance at July 24, 2000		10.0
Warranty costs incurred		(.5	)
Additions charged to income		2.0

Balance at December 31, 2000		11.5
Warranty costs incurred		(1.3	)
Additions charged to income		1.1

Balance at December 31, 2001		11.3
Warranty costs incurred		(2.3	)
Additions charged to income		1.9

Balance at December 31, 2002	$	10.9

Income Taxes

Income taxes are accounted for using the liability method. Deferred income taxes are determined based upon the net tax effects of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation.

Change in Accounting Principle

As of January 1, 2001, the Company adopted SFAS No. 133 (Statement 133),Accounting for Derivative Instruments and Hedging Activities. The statement requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. Changes in the fair value of derivative financial instruments are either recognized periodically in income or in shareholders' equity as a component of comprehensive income depending on whether the derivative financial instrument qualifies for hedge accounting, and if so, whether is qualifies as a fair value hedge or a cash flow hedge. At January 1, 2001, the Company's derivatives only consisted of interest rate swap agreements, and these agreements did not qualify for hedge accounting.

The Company accounted for the adoption of Statement 133 as a cumulative effect of a change in accounting principle. The adoption of Statement 133 resulted in a cumulative effect adjustment of $7.8 million, which was recognized as expense in the consolidated statement of operations for the year ended December 31, 2001. The fair value of the interest rate swaps was a liability of $16.4 million at December 31, 2001. During 2001, the change in fair value of the interest rate swaps of $8.6 million is reported as a component of other income (expense) in the consolidated statement of operations. Had the Company adopted SFAS 133 effective July 24, 2000, net loss reported for the period of inception

F-11

(July 24, 2000) through December 31, 2000 would have increased $7.8 million to a total net loss of $13.7 million.

Recent Accounting Pronouncements

Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 142,Goodwill and Other Intangible Assets. Under the new rules, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests in accordance with the Statement. Other intangible assets will continue to be amortized over their useful lives. Application of the non-amortization provisions of the Statement reduced the Company's net loss by approximately $9.7 million in 2002 (further described in Note 7).

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 becomes effective for fiscal years beginning after June 15, 2002. This statement addresses financial accounting and reporting for obligations associated with the retirement of long-lived assets and their associated asset retirement costs. SFAS 143 requires a company to record the fair value of an asset retirement obligation as a liability in the period in which the company incurs a legal obligation associated with the retirement of a long-lived asset. As of December 31, 2002, the Company believes the adoption of SFAS No. 143 will have no material impact on its results of operations or financial position.

In September 2001, the FASB issued SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets. The new Statement supercedes previous accounting guidance relating to impairment of long-lived assets and provides a single accounting methodology for long-lived assets to be disposed of, and also supercedes existing guidance with respect to reporting the effects of the disposal of a business. The Company adopted SFAS No. 144 on January 1, 2002. The adoption of this statement did not have a material impact on the Company's results of operations, financial position or cash flows.

In April 2002, the FASB issued SFAS No. 145,Rescission of FASB Statements Nos. 4, 44, and 64, Amendment of FASB Statement No. 13 and Technical Corrections. SFAS No. 145 requires that gains and losses from extinguishment of debt be classified as extraordinary items only if they meet the criteria in Accounting Principles Board of Opinion No. 30 ("Opinion No. 30"). Applying the provision of Opinion No. 30 will distinguish transactions that are part of an entity's recurring operations from those that are unusual and infrequent that meet criteria for classification as an extraordinary item. As allowed under the provisions of SFAS No. 145, the Company adopted the provisions of SFAS No. 145 as of April 1, 2002. In accordance with SFAS No. 145, the Company has included a gain on extinguishment of debt of $.6 million in total costs and expenses in the statements of operations.

In July 2002, the FASB issued SFAS No. 146,Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 requires companies to recognize costs associated with exit or disposal activities, such as restructurings, involuntarily termination of employees and consolidation of facilities, when they are incurred rather than at the time of a commitment to an exit or disposal plan. SFAS No. 146 is to be applied prospectively to such activities that are initiated after December 31, 2002. The Company believes the adoption of SFAS No. 146 will not have a material impact on its results of operations or financial position.

F-12

of accounting for stock-based employee compensation and the effect of the method used on reported results. The disclosure requirements apply to all companies for fiscal years ending after December 15, 2002. The Company adopted the disclosure provisions of SFAS No. 148 during 2002.

In November 2002, the FASB issued Interpretation No. 45,Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, ("FIN 45"). FIN 45 requires a guarantor to recognize, at the time it issues a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. FIN 45 provides specific guidance identifying the characteristics of contracts that are subject to its guidance. The recognition and measurement provisions of FIN 45 apply on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements of FIN 45 are effective for annual period financial statements ending after December 15, 2002. The Company believes the adoption of FIN 45 will not have a material impact on its results of operations or financial position.

3. RESTRUCTURING

During 2001, the Company finalized and approved a restructuring plan designed to reduce the Company's infrastructure costs by closing its Perry, Georgia facility and relocating the facility's production effort to the Stuart, Florida site. At December 31, 2001, the Company had accrued $12.6 million related to costs on non-cancelable lease payments and maintenance, after the anticipated closure date for the Perry facility. The closure of Perry was completed at the beginning of the third quarter of 2002. Subsequent to the closure, the Company has recorded $1 million of lease payments and maintenance against the accrual. At December 31, 2002, the Company has $11.6 million accrued for the remaining non-cancelable lease payments and maintenance, which extend to 2007. Additionally during 2002, the Company relocated 165 employees from the Perry facility to the Stuart facility. The relocation expenses were expensed as incurred and totaled $11.7 million in 2002. As of December 31, 2002, all significant expenses related to the relocation have been recorded.

During the fourth quarter of 2001, the Company recorded a charge to selling, general and administrative expenses of $10.5 million for estimated employee severance expenses for planned reductions. At December 31, 2001, the remaining accrued expenses were $9.5 million. During fiscal 2002, the employee reductions were completed and the Company paid $4.3 million in severance in fiscal 2002. The remaining $5.2 million of severance was not paid and was reversed through selling, general and administrative expense as the Company ultimately terminated only 800 out of the original 1,200 employee reductions planned. In addition, 200 of the terminated employees opted to continue to work during an 8-week severance period in order to retain certain fringe benefits. As such, the Company recorded normal payroll expense for these individuals over the 8-week period.

F-13

4. ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following at December 31:

		2002		2001
		($ in millions)
Due from customers, long-term contracts:
	Billed	$	132.7	$	80.7
	Unbilled		4.9		2.7

Total due, long-term contracts			137.6		83.4
Trade and other accounts receivable:
	Billed		1.9		3.3
	Unbilled		0.3		0.0

Total accounts receivable		$	139.8	$	86.7

5. INVENTORIES

Inventories consisted of the following at December 31:

	2002			2001
	($ in millions)
Production costs of contracts in process	$	408.6		$	489.9
Excess of production cost of delivered items over the estimated average unit cost		5.9			9.9
Finished goods		26.2			17.5
Less: unliquidated progress payments		(238.0	)		(198.7	)

Total inventories	$	202.7		$	318.6

The ratio of inventoried general and administrative expenses to total inventoried costs is estimated to be the same as the ratio of total general and administrative expenses incurred to total costs of sales. General and administrative expenses in inventories were estimated to be $26.0 million and $43.1 million at December 31, 2002 and 2001, respectively.

According to the provisions of U.S. Government contracts, the customer has title to, or a security interest in, substantially all inventories related to such contracts. The total inventory on government contracts was $47.2 million and $92.4 million at December 31, 2002 and 2001, respectively.

F-14

6. PROPERTY, PLANT AND EQUIPMENT

Major categories of property, plant and equipment, including their depreciable lives, consisted of the following at December 31:

	2002			2001			Lives
	($ in millions)
Land and land improvements	$	16.9		$	16.9		12 years
Buildings		87.6			87.5		12 to 39 years
Machinery and other equipment		269.6			267.0		4 to 18 years
Capitalized software		37.3			24.4		3 years
Leasehold improvements		25.7			28.7		7 years or life of lease
Less: accumulated depreciation and amortization		(102.4	)		(58.0	)

Net property, plant and equipment	$	334.7		$	366.5

In the ordinary course of business, the Company had commitments of $33.0 million for the future purchase of capital equipment at December 31, 2002.

7. GOODWILL AND INTANGIBLE ASSETS

Intangible assets consist primarily of the costs of acquiring the Company in excess of the fair value of the net assets acquired (Goodwill). With the adoption of SFAS No. 142, amortization of Goodwill ceased effective January 1, 2002 and is now subject to annual impairment tests in accordance with the standard. The Company completed its initial and annual impairment analysis based on the discounted future cash flow method and determined that there was no impairment to goodwill as of January 1, 2002 or December 31, 2002. Additionally in accordance with SFAS No. 142, the trained workforce intangible asset was reclassified into goodwill as of January 1, 2002. The following table presents the effect on net loss, as reported, of the non-amortization provisions of SFAS No. 142 had such provisions been in effect as of the beginning of each year presented. The amortization expense and adjusted net loss for the years ended December 31, 2002, 2001 and 2000 are as follows:

	Years ended December 31,
	Years ended December 31,				Period from Inception (July 24, 2000) to December 31, 2000
	2002		2001
	($ in millions)
Net loss as reported	$	79.7	$	63.4	$	5.9
Amortization, net of tax		—		9.7		4.8

Adjusted net loss	$	79.7	$	53.7	$	1.1

Intangible assets primarily consist of profitable programs and contracts acquired and are amortized over periods ranging from 7 to 10 years, computed on a straight-line method. The value assigned to programs and contracts was based on a fair value method using estimated discounted future cash flows. On an ongoing basis, management reviews the valuation and amortization of intangible assets with consideration toward recovery through future operating results at the current rate of amortization. The Company assesses recoverability from future operations using estimated cash flows and margins for the related profitable program or contract. In accordance with SFAS No. 144, the carrying value would be reduced to estimated fair value if it becomes probable that the Company's estimate for expected future cash flows from the asset would be less than the carrying amount of the related intangible asset. During fiscal 2002, the Company recognized an intangible asset impairment charge of $5.9 million (net of amortization) to write down the estimated value of an identified contract intangible asset as a result of

F-15

the reduced margin on the contract. An impairment charge of $2 million was taken in 2001 to write down the estimated value of the Company's trained workforce as a result of the workforce reductions.

Intangible assets consisted of the following at December 31:

	2002			2001
	($ in millions)
Programs and contracts	$	106.0		$	115.0
Trained workforce		—			64.0
Pension asset		1.5			1.3
Less: accumulated amortization		(36.0	)		(32.3	)

Identifiable intangible assets, net	$	71.5		$	148.0

The following table provides a rollforward of the Company's goodwill and intangible assets from December 31, 2001 to December 31, 2002:

	December 31, 2001			Additions			Impairment Losses			Reclassification to Goodwill			December 31, 2002
	($ in millions)
Contracts and programs	$	115.0		$	—		$	(9.0	)	$	—		$	106.0
Pension asset		1.3			0.2			—			—			1.5
Trained workforce		64.0			—			—			(64.0	)		—
Accumulated amortization		(32.3	)		(16.2	)		3.2			9.3			(36.0	)

Total identifiable intangible assets	$	148.0		$	(16.0	)	$	(5.8	)	$	(54.7	)	$	71.5

Trained workforce (net)	$	—		$	—		$	—		$	54.7		$	54.7
Goodwill		47.2			—			—			—			47.2
Accumulated amortization		(5.2	)		—			—			—			(5.2	)

Total goodwill	$	42.0		$	—		$	—		$	54.7		$	96.7

Scheduled estimated amortization of identifiable intangible assets is as follows:

	($ in millions)
2003	$	14.9
2004		12.3
2005		8.7
2006		8.7
2007		7.9
Thereafter		19.0

	$	71.5

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8. ACCRUED AND OTHER LIABILITIES

Accrued and other liabilities consisted of the following at December 31:

	2002		2001
	($ in millions)
Workers compensation	$	16.6	$	5.9
Group medical insurance		12.1		13.1
Perry facility restructuring accrual		11.6		12.6
Property taxes		4.8		5.5
Accrued rent in-kind		4.3		5.0
Environmental accrual—current portion		3.0		4.0
Other		16.0		15.4

Total accrued and other liabilities	$	68.4	$	61.5

9. OPERATING LEASES

The Company leases various plants and facilities, office space, and vehicles, under noncancelable operating leases with an initial term in excess of one year. The largest lease is for the Dallas, Texas facility. The Navy owns the 4.9 million square foot facility. In July 2000, the Company signed a five-year assignment and transfer of rights and duties lease with the Navy to retain the use of the facility with payment terms of $8.0 million per year in the form of rent-in-kind capital maintenance.

As of December 31, 2002, the future minimum payments required under all operating leases are summarized as follows:

	Operating Leases
	($ in millions)
2003	$	9.6
2004		9.2
2005		5.9
2006		1.2
2007		1.1
Thereafter		0.8

Total	$	27.8
Less: sublease income		9.1

Total	$	18.7

The above table excludes future minimum payments for the Perry, Georgia facility's non-cancelable lease payments which have been included in accrued liabilities at December 31, 2002 in conjunction with the closure of the Perry facility during 2001. Rental expense incurred was approximately $11.4 million, net of sublease income of $6.1 million, in 2002, $11.2 million, net of sublease income of $7.1 million, in 2001 and $4.9 million, net of sublease income of $3.2 million, in 2000.

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10. LONG-TERM DEBT

Borrowings under long-term bank debt arrangements consisted of the following at December 31:

		2002		2001
		($ in millions)
Senior debt facility:
	Tranche A	$	39.5	$	47.5
	Tranche B		105.6		193.0
	Tranche C		124.8		134.5
	Tranche X		125.7		130.0

Total long-term bank debt		$	395.6	$	505.0

On July 24, 2000, the Company entered into a senior credit and guaranty agreement that included $525 million of term loan facilities and a $90 million revolving credit facility ("Senior Debt"). The revolving credit facility expires on June 30, 2006. At December 31, 2002, the Company has $90 million available under the revolving credit facility, reduced by any outstanding letters of credit, which totaled $27.1 million and $15 million at December 31, 2002 and 2001, respectively. No borrowings have been made under the revolving credit facility. The Company is obligated to pay an annual commitment fee of .5% on the unused revolving credit facility.

The Company collateralized all of its Senior Debt obligations by granting to the collateral agent, for the benefit of collateralized parties, a first priority lien on certain of its assets, including a pledge of all of the capital stock of each of its domestic subsidiaries and 65% of all of the capital stock of each of its foreign subsidiaries.

The senior credit facility requires the Company to maintain and report quarterly debt covenant ratios defined in the senior credit and guaranty agreement, including financial covenants relating to fixed charge coverage ratio, interest coverage ratio, leverage ratio and maximum consolidated capital expenditures.

Interest on borrowings under the Senior Debt credit facility is at a base rate (the greater of the Prime Rate in effect on such day, the Federal Funds Effective Rate or LIBOR in effect on such day plus 1/2 of 1%) plus applicable margin. The applicable margin range is based on leverage ratios, which were 2.25%, 3.25%, 3.50%, and 3.00% at December 31, 2002 and correlated to interest rates of 3.63%, 4.63%, 4.88% and 4.38% for Tranche A, B, C and X, respectively, at December 31, 2002. Applicable margins were 2.25%, 3.25%, 3.50%, and 3.00% at December 31, 2001 and correlated to interest rates of 4.36%, 5.36%, 5.61% and 5.11% for Tranche A, B, C and X, respectively, at December 31, 2001. These margins will remain at this level until April 2003 at which time they may be adjusted based on the Company's leverage ratio.

Maturity dates are June 30, 2006, 2007 and 2008 for Tranche A, B and C, respectively, and December 30, 2006 for Tranche X. Scheduled principal payments for Tranche A include $3.8 million payable by March 31, 2004 and continuing quarterly thereafter at approximately $6.3 million until March 31, 2005, at which time the payments decrease to approximately $2.8 million per quarter through maturity. Tranche B scheduled principal payments include $5.6 million payable by June 30, 2006 and then quarterly payments of $25.0 million through maturity. Scheduled principal payments for Tranche C include $1.5 million payable by September 30, 2007 and quarterly payments of $41.1 million beginning December 31, 2007 through maturity. Scheduled principal payments for Tranche X include $19.6 million payable by September 30, 2005, and continuing quarterly thereafter at approximately $21.2 million through maturity.

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At December 31, 2000, the Seller Note of $175 million was payable to Northrop Grumman Corporation, with a maturity date of July 21, 2009. The Seller Note carried an interest rate of 11.5% per annum. Interest was payable semiannually in arrears on January 24 and July 24, beginning in 2001. Interest was payable in the form of a payment-in-kind promissory note through January 24, 2005, after which interest payments were due in cash. During 2001, in connection with settlement discussions between the Company and Northrop Grumman Corporation relating to purchase price adjustments for the acquisition described in Note 1, the Company paid off the Seller Note in full on July 24, 2001 for $148 million in cash. The difference of $47.7 million between the pay-off amount and the outstanding balance of the Seller Note and accrued interest at July 24, 2001 was recorded as a reduction to goodwill.

Interest expense for both the Senior Debt and the Seller Note was $39.7 million, $58.3 million and $32.7 million for the year ended December 31, 2002, December 31, 2001 and the period from inception through December 31, 2000, respectively. Capitalized debt origination costs of $20.1 million are being amortized over the term of the related debt tranches. Amortization of debt origination costs for the years ended December 31, 2002 and 2001 were $4.5 million and $6.1 million, respectively, and $2.0 million for the period from inception through December 31, 2000. Amortization during 2002, 2001 and 2000 includes the effect of debt prepayments.

Scheduled maturities of debt are as follows at December 31, 2002:

Year ended December 31:	($ in millions)
2003	$	—
2004		22.7
2005		52.0
2006		146.1
2007		92.6
Thereafter		82.2

Total	$	395.6

At December 31, 2002 and 2001, the fair value of the Company's long-term bank debt, based on current interest rates, approximated its carrying value.

11. DERIVATIVES AND OTHER FINANCIAL INSTRUMENTS

The Company, from time to time, may enter into interest rate swap or other financial instruments in its normal course of business for purposes other than trading. These financial instruments are used to mitigate interest rate or other risks, although to some extent they expose the Company to market risks and credit risks. The Company controls the credit risks associated with these instruments through the evaluation of the creditworthiness of the counter parties. In the event that a counter party fails to meet the terms of a contract or agreement then the Company's exposure is limited to the current value, at that time, of the interest rate differential, not the full notional or contract amount. The Company believes that such contracts and agreements have been executed with creditworthy financial institutions. As such, the Company considers the risk of nonperformance to be remote.

To reduce the impact of changes in interest rates on its floating rate debt, the Company entered into two interest rate swap agreements. Under these agreements, the Company exchanged floating rate interest payments for fixed rate payments periodically over the term of the swap agreements. An underlying notional amount is used to measure the interest to be paid or received and does not represent the amount of exposure to credit loss.

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The first agreement was entered into on October 4, 2000 for a notional amount of $100 million and expired on December 31, 2002. The agreement entitled the Company to pay a fixed interest rate amount of 6.51% in exchange for a variable 30-day LIBOR rate. The second agreement was entered into on October 4, 2000 for a notional amount of $200 million and expires on December 31, 2003, subject to adjustments in accordance with a schedule outlined in the agreement. The agreement entitles the Company to pay a fixed interest rate amount of 6.525%, in exchange for a variable 30-day LIBOR rate. Management intends to hold the swap agreements until their maturity. The fair values of the 6.51% and the 6.525% swap agreements were $0 and $(10.3) million, respectively, at December 31, 2002 and $(4.2) million and $(12.2) million, respectively, at December 31, 2001. The fair values were obtained from the institutions holding the swap agreements. As a result of the interest rate swaps, a gain of $6.1 million and a loss of $8.6 million were recorded as other interest income (expense) in fiscal 2002 and 2001, respectively.

12. PENSION AND OTHER POST EMPLOYMENT BENEFITS

The Company sponsors several defined benefit pension plans covering substantially all of its employees. Benefits under defined benefit plans are based on years of service and, for most nonrepresented employees, on average compensation for certain years. It is the policy of the Company to fund at least the minimum amount required for all qualified plans, using actuarial cost methods and assumptions acceptable under U.S. Government regulations, by making payments into a trust separate from the Company.

Under the terms of the Asset Purchase Agreement ("APA") dated June 9, 2000, business employees and retired business employees (as defined in the APA) of the business and entities purchased by the Company that participated in the Northrop Grumman Pension Plan were separated from the Northrop Grumman plan along with the related assets and liabilities associated with such employees. The Company, under the terms of the APA, established a defined benefit plan to provide benefits to business employees and retired business employees who, immediately prior to the closing date of the transaction, had accrued any benefit under the Northrop Grumman Pension Plan. In accordance with the APA, an initial transfer of assets equal to at least 90% of an estimate of such assets, as defined in the APA, was completed within 120 days of the closing date of the transaction. The remaining asset transfer was finalized in August 2001. The Company also assumed sponsorship of the Northrop Grumman Commercial Aircraft Division Hourly Retirement Plan and the Northrop Grumman Commercial Aircraft Division Protective Services Retirement Plan.

Under the terms of the APA, the Company established the Vought Aircraft Industries, Inc. Savings and Investment Plan ("Vought SIP") for nonrepresented employees. Business employees with account balances under the Northrop Grumman Savings and Investment Plan were given the option to transfer their account balances into the plan established by the Company. The Company also assumed sponsorship of the Northrop Grumman Integrated Systems & Aerostructures Represented Employees Savings and Investment Plan. This plan was renamed the Vought Aircraft Industries Represented Employee Savings and Investment Plan. It was combined with the Vought SIP effective April 15, 2002. Company contributions for non-represented participants in this plan are based on a matching of employee contributions up to 4% of eligible compensation.

In November 2000, the Company announced a retirement incentive program for nonrepresented employees. Eligible employees that opted to participate in the program received defined enhancements to their pension benefits and a lump sum payment equal to six months of pay from the Company's pension plan assets. Employees that participated in the program retired on or before January 31, 2001. The program had the effect of increasing the projected benefit obligation of the pension plan by

F-20

$48.5 million, which has been accounted for in the statement of financial position of the Company as of July 24, 2000.

In addition, the Company provides certain health care and life insurance benefits for eligible retired employees. Employees achieve eligibility to participate in these contributory plans upon retirement from active service if they meet specified age and years of service requirements. Election to participate for some employees must be made at the date of retirement. Qualifying dependents at the date of retirement are also eligible for medical coverage. Current plan documents reserve the Company's right to amend or terminate the plans at any time, subject to applicable collective bargaining for represented employees. In 2002, the Company adopted benefit improvements for some of its current and future retiree groups. Premiums charged to retirees for medical coverage are based on years of service and are adjusted annually for changes in the cost of the plans as determined by an independent actuary. In addition to this medical inflation cost-sharing feature, the plans also have provisions for deductibles, co-payments, coinsurance percentages, out-of-pocket limits, schedules of reasonable fees, managed care providers, coordination of benefits with other plans, and a Medicare carve-out.

The cost to the Company of these plans is shown in the following table:

		Years Ended December 31,						Period from Inception (July 24, 2000) to December 31, 2000
Pension Benefits		Years Ended December 31,
Pension Benefits		2002			2001
		($ in millions)
Components of net periodic benefit cost (income):
	Service cost	$	25.7		$	23.8		$	9.8
	Interest cost		84.1			81.5			35.5
	Expected return on plan assets		(110.1	)		(109.9	)		(48.8	)
	Recognized (gains) or losses		0.8			—			—
	Prior service cost recognized		0.2			0.1			—

	Net periodic benefit cost (income)	$	0.7		$	(4.5	)	$	(3.5	)

Defined contribution plan cost		$	7.2		$	7.9		$	3.3

		Years Ended December 31,				Period from Inception (July 24, 2000) to December 31, 2000
Other Post-employment Benefits		Years Ended December 31,
Other Post-employment Benefits		2002		2001
		($ in millions)
Components of net periodic benefit cost (income):
	Service cost	$	4.2	$	4.3	$	1.4
	Interest cost		33.0		31.9		13.2
	Amortization of prior service cost		0.8		—		—
	Amortization of net (gain)/loss		0.7		—		—
	Expected return on plan assets		—		—		—

	Net periodic benefit cost (income)	$	38.7	$	36.2	$	14.6

Major assumptions as of each period-end used in the accounting for the defined-benefit plans are shown in the following table. Pension cost is determined using all three factors as of the end of the

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preceding period, whereas the funded status of the plans, shown later, uses only the first two factors as of the end of each period.

	Years Ended December 31,				Period from Inception (July 24, 2000) to December 31, 2000
	2002		2001		Period from Inception (July 24, 2000) to December 31, 2000
Weighted-average discount rate for obligations	6.75	%	7.25	%	7.50	%
Weighted-average rate of compensation increase	4.50	%	5.00	%	5.00	%
Weighted-average expected long-term rate of return on plan assets	8.50	%	8.50	%	8.50	%

These assumptions were also used in retiree health care and life insurance benefit calculations. A significant factor used in estimating future per capita cost of covered health care benefits for the Company and its retirees is the health care cost trend rate assumption. The rate used was 10% for 2003 and is assumed to decrease gradually to 4.5% by 2009 and remain at that level thereafter. A one-percentage point change in the health care cost trend rate in each year would have the following effects:

	One Percentage Point Increase		One Percentage Point Decrease
	($ in millions)
Effect on total of service and interest cost components	$	2.1	$	(1.8	)
Effect on post employment benefit obligation	$	29.9	$	(26.5	)

For 2002, benefit costs for retiree health care were calculated based on an annual growth rate of 10%, decreasing to 5% by 2007.

The following tables set forth the funded status and amounts recognized in the consolidated balance sheets for the Company's defined benefit pension and retiree health care and life insurance plans. Plan assets consist primarily of corporate equity securities, fixed income obligations and cash equivalents. Pension benefit data includes the qualified plans as well as unfunded nonqualified plans for benefits provided to directors, officers and employees either beyond those provided by, or payable under, the Company's main plans.

		Years Ended December 31,
Pension Benefits		Years Ended December 31,
Pension Benefits		2002			2001
		($ in millions)
Change in benefit obligation:
	Benefit obligation at beginning of period	$	1,188.6		$	1,110.7
	Service cost		25.7			23.8
	Interest cost		84.1			81.5
	Contributions by plan participants		—			—
Actuarial (gains) and losses			74.6			62.1
Benefits paid			(82.5	)		(90.9	)
Plan amendments			0.1			1.4

Benefit obligation at end of period		$	1,290.6		$	1,188.6

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		Years Ended December 31,
Other Post-employment Benefits		Years Ended December 31,
Other Post-employment Benefits		2002			2001
		($ in millions)
Change in benefit obligation:
	Benefit obligation at beginning of period	$	426.8		$	420.1
	Service cost		4.2			4.3
	Interest cost		33.0			31.9
	Contributions by plan participants		2.0			2.0
Actuarial (gains) and losses			74.6			6.7
Plan amendments			24.8			—
Benefits paid			(40.9	)		(38.2	)

Benefit obligation at end of period		$	524.5		$	426.8

		Years Ended December 31,
Pension Benefits		Years Ended December 31,
Pension Benefits		2002			2001
		($ in millions)
Change in fair value of plan assets:
	Plan assets at beginning of period	$	1,139.6		$	1,244.5
	Actual return on assets		(127.0	)		(35.1	)
	Contributions by plan participants		—			—
	Contributions by employer		21.0			21.1
	Benefits paid		(82.5	)		(90.9	)

Plan assets at end of period		$	951.1		$	1,139.6

Reconciliation of funded status to net amounts recognized:
	Funded status (deficit)	$	(339.5	)	$	(49.0	)
	Unrecognized actuarial loss		617.8			306.9
	Unamortized prior service cost		1.2			1.3

Net amounts recognized		$	279.5		$	259.2

Amounts recognized in the statement of financial position:
	Prepaid benefit cost	$	—		$	254.9
	Intangible asset		1.5			1.3
	Accrued benefit liability—current		(16.7	)		(27.9	)
	Accrued benefit liability—long-term		(234.0	)		(53.6	)
	Accumulated other comprehensive loss		528.7			84.5

Net amounts recognized		$	279.5		$	259.2

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		Years Ended December 31,
Other Post-employment Benefits:		Years Ended December 31,
Other Post-employment Benefits:		2002			2001
		($ in millions)
Change in fair value of plan assets:
	Plan assets at beginning of period	$	—		$	—
	Actual return on assets		—			—
	Contributions by plan participants		2.0			2.0
	Contributions by employer		38.9			36.2
	Benefits paid		(40.9	)		(38.2	)

Plan assets at end of period		$	—		$	—

Reconciliation of funded status to net amounts recognized:
	Funded status (deficit)	$	(524.5	)	$	(426.8	)
	Actuarial loss recognized in comprehensive loss		—			—
	Unamortized prior service cost		24.0			—
	Unrecognized actuarial (gain) or loss		67.1			(6.8	)

Net amounts recognized		$	(433.4	)	$	(433.6	)

Amounts recognized in the statement of financial position:
	Prepaid benefit cost	$	—		$	—
	Accrued benefit liability		(433.4	)		(433.6	)
	Accumulated other comprehensive loss		—			—

Net amounts recognized		$	(433.4	)	$	(433.6	)

For pension plans with benefit obligations in excess of assets as of December 31, 2002, the projected benefit obligation was $1,290.6 million, the accumulated benefit obligation was $1,201.8 million, and the fair value of assets was $951.1 million. For pension plans with benefit obligations in excess of assets as of December 31, 2001, the projected benefit obligation was $322.2 million, the accumulated benefit obligation was $320.7 million, and the fair value of assets was $239.8 million.

13. INCOME TAXES

In accordance with industry practice, state and local income and franchise tax provisions are included in general and administrative expenses.

The provisions for federal income taxes differ from the U.S. statutory rate as follows:

	Years Ended December 31,				Period from Inception (July 24, 2000) to December 31, 2000
	2002		2001		Period from Inception (July 24, 2000) to December 31, 2000
Tax at statutory rate	(35.0	)%	(35.0	)%	(35.0	)%
Other	0.2	%	1.5	%	0.5	%
Change in valuation allowance	34.8	%	33.5	%	34.5	%
Total	0.0	%	0.0	%	0.0	%

F-24

The deferred income taxes consisted of the following at December 31:

	2002			2001
	($ in millions)
Accrued contract liabilities	$	32.4		$	15.4
Accrued vacation		3.4			0.2
Pension liability		137.4			27.3
Other post employment benefits		150.4			151.7
Net operating loss carryover		4.2			6.1
Interest rate swaps		3.6			5.8
Other		14.9			17.6

Deferred tax assets	$	346.3		$	224.1
Inventory	$	(4.8	)	$	(16.2	)
Goodwill and intangibles		(55.6	)		(62.9	)
Property, plant and equipment		(48.2	)		(53.6	)
Prepaid Insurance		(0.9	)		(0.0	)
Pension assets		(0.0	)		(38.0	)

Deferred tax liabilities	$	(109.5	)	$	(170.7	)

Net tax asset		236.8			53.4
Valuation allowance		(236.8	)		(53.4	)

Net deferred tax asset (liability)	$	—		$	—

At December 31, 2002 and 2001, the Company has a net operating loss carry forward for federal income tax purposes of approximately $11.9 million and $17.5 million, respectively, which will expire in the year 2020.

Due to the uncertain nature of the ultimate realization of the deferred tax assets, the Company has established a valuation allowance against these future benefits and will recognize benefits only as reassessment demonstrates they are more likely than not to be realized. The valuation allowance has been recorded in income and equity (for items of comprehensive loss) as appropriate.

14. STOCKHOLDERS' EQUITY

During 2000, the Company adopted the Stock Option Plan of Vought Aircraft Industries, Inc., under which 1,500,000 shares of common stock were reserved for issuance for the purpose of providing incentives to employees and directors.

During 2002, the Company granted 151,100 stock options to employees at an exercise price of $10 per share. Of these options, 33,500 vested immediately with the remaining employee options cliff vesting after approximately 10 years; however, vesting may be accelerated to as early as four years if certain financial targets related to EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) and cash flow are achieved. Employee stock options generally provide for automatic acceleration of vesting upon a liquidity event at the Company, as defined in the Stock Option Plan. The incentive options granted are intended to qualify as "incentive stock options" under Section 422 of the Internal Revenue Code. At December 31, 2002, options granted and outstanding to employees amounted to 1,217,600 shares of which 636,200 are vested and exercisable. Additionally, during fiscal year 2002, the Company modified the terms of outstanding stock option awards to three employees who retired during fiscal 2002. The modifications included accelerating option vesting upon their

F-25

retirement and deferring the requirement to exercise vested options until a liquidity event, but not longer than the maximum contractual option term of 10 years.

During 2002, the Company issued 5,000 non-qualified stock options to an independent director of the Company at an exercise price of $10 per share. These options generally vest ratably over a four-year period and expire 10 years from date of grant. At December 31, 2002 options granted and outstanding to the independent directors amounted to 25,000 shares of which 9,250 are vested and exercisable.

A summary of the Company's stock option activity and related information is as follows:

	Options		Weighted Average Exercise Price		Weighted Average Fair value at the Date of Grant
Options outstanding at December 31, 2000	—
Options granted	1,169,500		$	10.00	$	2.59
Options forfeited	(60,000	)	$	10.00
Options exercised	—			—

Options outstanding at December 31, 2001	1,109,500		$	10.00
Options granted	156,100		$	10.00	$	1.57
Options forfeited	(23,000	)	$	10.00
Options exercised	—			—

Options outstanding at December 31, 2002	1,242,600		$	10.00

Options exercisable at December 31, 2002	645,450		$	10.00

Weighted average remaining contractual life at December 31, 2002	8.4 years

Employee Stock Purchase Plan

The Company adopted an Employee Stock Purchase Plan, which provides certain employees and independent directors the opportunity to purchase shares of the Company's stock at its estimated fair value. Certain employee stock purchases are eligible for financing by the company through stockholder notes. Stockholder loans, including interest at 6.09%, are due after 10 years, or upon specified events occurring. During 2000, 95,335 shares were sold to employees for cash and 227,605 shares were sold for notes at a price of $10 per share. During 2001, 123,025 shares were sold to employees for cash and 5,000 shares were sold for notes at a price of $10 per share. During 2002, 5,000 shares were sold for cash at a price of $10 per share.

15. ENVIRONMENTAL COSTS

Environmental liabilities are accrued when the company determines it is responsible for remediation costs and such amounts are reasonably estimable. When only a range of amounts is established and no amount within the range is better than another, the minimum amount in the range is recorded.

The acquisition agreement between Northrop Grumman Corporation and the Company transferred certain pre-existing (as of July 24, 2000) environmental liabilities to the Company. The Company is liable for the first $7.5 million and 20% of the amount between $7.5 million and $30 million for

F-26

environmental costs incurred relating to pre-existing matters as of July 24, 2000. Pre-existing environmental liabilities exceeding the $12 million limit remain the responsibility of Northrop Grumman Corporation under the terms of the acquisition agreement, to the extent identified within 10 years from the acquisition date. The pre-existing environmental liability excludes asbestos, urea formaldehyde foam insulation or lead-based paints. Remediation for such items would be the responsibility of the Company. The Company has an accrual of $10.5 million and $11.5 million for environmental costs at December 31, 2002 and 2001, respectively.

16. RISK CONCENTRATIONS

Other than the interest rate swaps described in Note 10, financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable.

The Company maintains cash and cash equivalents with various financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the Company's banking relationships. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.

Sales to The Boeing Company and to Gulfstream Aerospace Corporation, a General Dynamics Company for the year ended December 31, 2002, aggregated to $972 million and $143 million, respectively. Included in trade accounts receivable for The Boeing Company and Gulfstream are approximately $38.5 million and $28.6 million due from these customers at December 31, 2002, respectively. Sales to The Boeing Company and to Gulfstream, for the year ended December 31, 2001, aggregated to $1,168 million and $162 million, respectively. Included in trade accounts receivable for The Boeing Company and Gulfstream were approximately $86 million and $39 million due from these customers at December 31, 2001, respectively. Sales to the Boeing Company and to Gulfstream, for the period from inception (July 24, 2000) through December 31, 2000, aggregated $468 million and $84 million, respectively.

Additionally, the Company's commercial and military revenue was 64% and 36%, respectively, for the year ended December 31, 2002, 71% and 29%, respectively, for the year ended December 31, 2001 and 74% and 26%, respectively, for the period from inception (July 24, 2000) through December 31, 2000.

The Company is highly dependent on the availability of essential materials and parts from its suppliers. The Company is dependent upon the ability of its suppliers to provide material that meets specifications, quality standards, delivery schedules and anticipated costs. Suppliers' failure to provide expected material would adversely affect production schedules and contract profitability. The Company maintains an extensive qualification and performance surveillance system to control risk associated with such reliance on suppliers. The Company is dependent on a third party for all information technology services.

17. RELATED PARTY TRANSACTIONS

A management agreement between the Company and its principal stockholder, The Carlyle Group, requires the Company to pay an annual fee of $2.0 million for various management services. The Company paid fees of $2.0 million in both 2002 and 2001 and $0 in 2000. In addition, the Company paid The Carlyle Group fees of $1.0 million and $8.5 million in 2001 and 2000, respectively, in connection with investment banking and consulting services.

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After the Company's separation from Northrop Grumman at July 24, 2000, the Company contracted with Logicon, a Sector of Northrop Grumman for Information Technology Services, for which the Company incurred $44.4 million, $49.2 million and $19.2 million in 2002, 2001 and period from inception to December 31, 2000, respectively. Northrop Grumman subleased office and production space from Vought in Dallas, Texas and Hawthorne, California, for $6.1 million, $6.9 million and $3.4 million in 2002, 2001 and period from inception to December 31, 2000, respectively.

Upon retirement of two officers during 2002, the Company modified an agreement in order to provide for the future forgiveness of their stock purchase indebtedness of $1.0 million plus accrued interest if a liquidity event (as defined) occurs.

18. COMMITMENTS AND CONTINGENCIES

The Company has severance arrangements with key executives in the event that they are terminated under certain circumstances. In addition, a rabbi trust was established in 2000 for key executives. The Company's stock held in the trust is recorded at historical cost, and the corresponding deferred compensation liability is recorded at the current fair value of the Company's stock. Stock held in the rabbi trust is classified in equity as "shares held in rabbi trust." There is no difference in the historical cost and the fair value of the deferred compensation liability at December 31, 2002 or 2001.

The Company is a defendant in various lawsuits and claims and in other investigations of varying nature. The Company believes its liabilities in these proceedings, in the aggregate, are not material to the Company's results of operations or financial condition.

F-28

Vought Aircraft Industries, Inc.

Condensed Consolidated Balance Sheets

(Dollars In Millions)

Unaudited

				September 28, 2003			December 31, 2002
Assets
Current assets:
	Cash and cash equivalents			$	187.0		$	68.6
	Trade and other receivables				123.8			86.7
	Inventories				209.5			202.7
	Other current assets				4.0			4.6

		Total current assets			524.3			362.6
Property, plant and equipment, net					397.7			334.7
Goodwill, net					426.0			96.7
Identifiable intangible assets, net					202.2			71.5
Debt origination costs, net and other assets					19.5			7.8

		Total assets		$	1,569.7		$	873.3

Liabilities and stockholders' equity (deficit)
Current liabilities:
	Accounts payable, trade				56.0			38.3
	Accrued and other liabilities				92.5			68.4
	Accrued payroll and employee benefits				63.7			72.5
	Accrued postemployment benefits—current				54.1			43.8
	Derivative liability—interest rate swaps				2.8			10.3
	Accrued contract liabilities				223.5			104.3

		Total current liabilities			492.6			337.6
Long-term liabilities:
	Accrued postemployment benefits, net of current portion				482.7			389.6
	Accrued pension				287.6			234.0
	Long-term bank debt				295.9			395.6
	Long-term bond debt				270.0			—
	Other non-current liabilities				21.5			19.4

		Total Liabilities			1,850.3			1,376.2
Commitments and contingencies
Stockholders' equity (deficit):
	Common stock par value $.01; 50,000,000 shares authorized, 25,011,452 and 17,896,965 issued and outstanding in 2003, and 2002 respectively				0.3			0.2
	Additional paid-in capital				418.0			178.8
	Shares held in rabbi trust				(1.9	)		(1.9	)
	CMG escrow				(2.0	)		—
	Stockholders' loans				(2.3	)		(2.3	)
	Accumulated deficit				(164.0	)		(149.0	)
	Accumulated other comprehensive loss				(528.7	)		(528.7	)

		Total stockholders' equity (deficit)		$	(280.6	)	$	(502.9	)

			Total liabilities and stockholders' equity (deficit)	$	1,569.7		$	873.3

See accompany notes

F-29

Vought Aircraft Industries, Inc.

Condensed Consolidated Statements of Operations

(Dollars In Millions)

Unaudited

		For the Three Months Ended						For the Nine Months Ended
		September 28, 2003			September 29, 2002			September 28, 2003			September 29, 2002
Net Sales		$	314.1		$	297.2		$	851.8		$	926.0
Costs and expenses
Cost of Sales			255.3			262.6			678.3			804.5
Selling, general and administrative expenses			58.7			40.2			168.1			135.5

	Total costs and expenses		314.0			302.8			846.4			940.0

Operating income (loss)			0.1			(5.6	)		5.4			(14.0	)
Other income (expense)
FAS 133 non-cash income (expense)—interest rate swaps			2.8			0.5			7.6			3.1
Interest income			0.5			0.7			1.6			1.7
Interest expense			(13.9	)		(11.1	)		(29.6	)		(33.3	)

Income (loss) before income taxes			(10.5	)		(15.5	)		(15.0	)		(42.5	)
Income taxes			—			—			—			—

Net (loss)		$	(10.5	)	$	(15.5	)	$	(15.0	)	$	(42.5	)

See accompanying notes

F-30

Vought Aircraft Industries, Inc.

Condensed Consolidated Statements of Cash Flows

(Dollars In Millions)

(Unaudited)

		For the Nine Months Ended
		September 28, 2003			September 29, 2002
Operating activities
Net (loss)		$	(15.0	)	$	(42.5	)
Adjustments to reconcile income (loss) to net cash provided by operating activities:
	Depreciation and amortization		57.8			50.7
	Loss from asset sales		1.6			0.7
	Stock compensation expense		11.1			—
	FAS 133 non-cash (income)/loss—interest rate swaps		(7.6	)		(3.1	)
Changes in current assets and liabilities:
	Accounts receivable		(9.0	)		23.8
	Inventories, net of advances and progress billings		17.8			118.7
	Other current assets		1.1			0.4
	Accounts payable, trade		4.3			15.5
	Accrued payroll and employee benefits		(17.0	)		(38.6	)
	Accrued postemployment benefits—current		—			2.4
	Accrued and other liabilities		8.6			5.0
	Accrued contract liabilities		110.1			32.3
	Other assets and liabilities—long-term		1.8			(7.6	)

Net cash provided by operating activities			165.6			157.7
Investing activities
Cash Paid for Aerostructures net of cash acquired			(183.3	)		—
Capital expenditures			(20.7	)		(11.1	)

Net cash used by investing activities			(204.0	)		(11.1	)
Financing activities
Payments on long-term bank debt			(99.7	)		(65.0	)
Payment of debt origination cost			(13.5	)		—
Proceeds from long-term debt			270.0			—
Proceeds from issuance of common stock			—			0.1

Net cash provided (used) in financing activities			156.8			(64.9	)

Net increase in cash and cash equivalents			118.4			81.7
Cash and cash equivalents at beginning of period			68.6			31.9

Cash and cash equivalents at end of period		$	187.0		$	113.6

See accompanying notes

F-31

Vought Aircraft Industries, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1—Basis of Presentation

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles. In the opinion of management, the accompanying interim unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of operations for the interim periods. The results of operations for the three and nine months ended September 28, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. These interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and the notes thereto included in our audited financial statements for the year ended December 31, 2002.

Note 2—Acquisition

Vought completed the acquisition of TA Acquisition Holdings, Inc. (Holdings) and its wholly owned subsidiary, The Aerostructures Corporation (Aerostructures), on July 2, 2003. Aerostructures is currently operating as a wholly-owned subsidiary of Vought. In exchange for 100% of the outstanding common and preferred stock of Holdings, Vought issued 7,113,887 shares of common stock as stock consideration to Holdings' current shareholders that represented 27.5% of the fully-diluted equity of the combined company. The stock consideration value of $230.0 million was based upon an estimated fair value of $32.33 per share of each share of Vought common stock. Additional consideration of $2.4 million was provided based upon the fair value of vested Aerostructures stock options that were exchanged for Vought stock options. Vought paid $44.9 million in cash to Aerostructures and retired $135.2 million of Aerostructures' debt.

As discussed in the liquidity section below, the Company also issued $270 million of 8% Senior Notes in conjunction with the acquisition. The Company began to consolidate the results of operations of Aerostructures as of the effective date of the transaction, July 2, 2003.

For financial reporting purposes, the acquisition has been accounted for under the purchase method of accounting whereby the acquisition cost has been allocated to the underlying acquired assets and assumed liabilities based on their estimated fair values. Certain of the estimates (i.e. pension and intangibles) are subject, under certain circumstances, to adjustment as further information becomes available. Upon completion of appraisals of the fair values of the acquired assets and assumed liabilities, the Company's allocation of the purchase price may differ from what is presented below. The

F-32

Company's allocation of the purchase price was based on preliminary estimates at the time of acquisition as follows:

Cash	$	1.9	Current Liabilities	$	42.9
Accounts Receivable		28.1	Accrued post-employment benefits		101.5
Inventories		24.6	Accrued pension		49.3
Property, Plant and Equipment		83.7	Other non-current liabilities		4.5

Identifiable Intangibles		145.5	Total liabilities		198.2
Goodwill		329.3	Purchase Price		415.6

Other Assets		0.7	Total	$	613.8

Total Assets	$	613.8

Aerostructures, based in Nashville, TN with additional operating sites in Brea, CA and Everett, WA, is an independent provider of aerostructures for commercial, military and business jet aircraft. Aerostructures is a designer and manufacturer of large, complex, high-value aerospace structures and components such as aircraft wings, empennages, and precision machined components. Their customers include leading prime aerospace contractors including Airbus UK, Airbus Deutschland, The Boeing Company, Gulfstream Aerospace, Lockheed Martin, Bell Helicopter Textron, Embraer, and Cessna Aircraft Company. Many of these contractors have been customers in excess of two decades. They operate under long term contracts that are primarily sole source.

We intend to integrate Aerostructures' personnel, programs and facilities into our organization in order to leverage purchasing power, reduce corporate overhead, consolidate manufacturing and provide additional products and services to our customers. We plan to continue to streamline and rationalize our combined operations by further reducing overhead, improving working capital management and implementing other initiatives to increase labor efficiencies.

Of the total estimated purchase price, $145.5 million has been allocated to identified intangible assets, including intangibles related to contracts/programs and customer relationships. The intangibles, which are currently being amortized over 10 years, are based upon preliminary estimates made by management. A final determination of the fair values and useful lives of such assets are currently under evaluation by a third party.

F-33

The following are the unaudited pro forma consolidated results of operations of the Company, assuming the Aerostructures acquisition occurred at the beginning of each period presented.

	Three Months Ended September 28,						Nine Months Ended September 28,
	2003*			2002			2003*			2002
	($ in millions)
Sales	$	314.1		$	360.2		$	991.7		$	1,156.7
Cost of sales		255.3			302.1			792.8			987.8
Net (loss) income	$	(10.5	)	$	(10.9	)	$	(13.1	)	$	(35.0	)

*: Previously recorded intercompany sales have been eliminated in pro forma results.

Note 3—Stock-Based Compensation

The Company grants stock options for a fixed number of shares to employees and directors with an exercise price equal to the fair value of the shares at the date of grant. The Company accounts for stock option grants using the intrinsic value method in accordance with the Accounting Principles Board Opinion No. 25,Accounting for Stock Issued to Employees ("APB 25"), and related interpretations. The following schedule reflects the impact on net income (loss) if the Company had applied the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123,Accounting for Stock Based Compensation, to stock based employee compensation:

	Three months ended						Nine months ended
	Sept 28, 2003			Sept 29, 2002			Sept 28, 2003			Sept 29, 2002
Reported net (loss) excluding compensations expense per SFAS No. 123	$	(10.5	)	$	(15.5	)	$	(3.9	)	$	(42.5	)
Compensation expense per SFAS No. 123		—			—			(11.1	)		—

Reported net (loss)		(10.5	)		(15.5	)		(15.0	)		(42.5	)
Pro forma effect of expensing stock options		(0.2	)		(0.2	)		(0.5	)		(0.4	)

Pro forma net (loss) for SFAS No. 123	$	(10.7	)	$	(15.7	)	$	(15.5	)	$	(42.9	)

The effects of applying SFAS No. 123 in the pro forma disclosure may not be indicative of future amounts as options vest over several years and additional option grants are expected.

During the third quarter, 600 shares of stock options were exercised at a price of $10 per share. There were no options granted during the third quarter of 2003. During the third quarter of 2002, the Company granted 61,900 stock options at an exercise price of $10 per share.

During the first quarter of 2003, the Company recorded non-cash stock compensation charges of $11.1 million, included in general and administrative expense, to reflect the impact of an estimated increase in the fair value of the Company's common stock, related to non-recourse notes previously

F-34

issued to officers for stock purchases, increased deferred compensation liability for the Company's rabbi trust and the modification of stock options in connection with executive retirements.

Note 4—New Accounting Pronouncements

In July 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 146,Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 requires companies to recognize costs associated with exit or disposal activities, such as restructurings, involuntary termination of employees and consolidation of facilities, when they are incurred rather than at the time of a commitment to an exit or disposal plan. SFAS No. 146 is to be applied prospectively to such activities that are initiated after December 31, 2002. The Company adopted SFAS No. 146 on January 1, 2003. The adoption of this statement did not have a material impact on the Company's results of operations, financial position or cash flows.

In November 2002, the FASB issued Interpretation (FIN) No. 45,Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 requires a guarantor to recognize, at the time it issues a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. FIN 45 provides specific guidance identifying the characteristics of contracts that are subject to its guidance. The recognition and measurement provisions of FIN 45 apply on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements of FIN 45 are effective for annual period financial statements ending after December 15, 2002. The Company adopted the recognition provisions of FIN 45 on January 1, 2003. The adoption did not have a material impact on the Company's results of operations, financial position or cash flows.

In January 2003, the FASB issued FIN No. 46,Consolidation of Variable Entities, an interpretation of Accounting Research Bulletin No. 51. FIN 46 requires that variable interest entities be consolidated by a Company if that Company is subject to a majority of the risk of loss from the variable interest entity's activities or is entitled to receive a majority of the entity's residual returns or both. FIN 46 also requires disclosures about variable interest entities that companies are not required to consolidate but in which a Company has a significant variable interest. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements for entities established prior to January 31, 2003 will apply in the interim period beginning after June 15, 2003 and the disclosure requirements will apply in all financial statements issued after January 31, 2003. The Company adopted the provisions of FIN 46 on January 31, 2003 with no material impact on its consolidated financial statements.

Note 5—Restructuring

During 2001, the Company finalized and approved a restructuring plan designed to reduce the Company's infrastructure costs, in response to build rate reductions in commercial aircraft production and the weakness in the general economy, by closing its Perry, Georgia facility and relocating the facility's production effort to the Stuart, Florida facility. In connection with this plan, the Company accrued $12.6 million in the fourth quarter of 2001 related to costs for non-cancelable lease payments and maintenance for the Perry facility. For the three months ended September 28, 2003, the Company paid $0.6 million for such costs. Additionally, the Company expensed $0.2 million for relocation

F-35

expenses, which were incurred during the third quarter of fiscal 2003. At September 28, 2003, the Company has $9.9 million accrued for the remaining non-cancelable lease payments and maintenance, which extend to 2007. The following is a rollforward of amounts accrued for restructuring at the Perry site:

	Accrued Restructuring Reserve Perry Site
	($ in millions)
Balance December 31, 2000	$	—
Restructuring charge recognized		12.6

Balance December 31, 2001	$	12.6
Cash expenditures		(1.0	)

Balance December 31, 2002	$	11.6
Cash expenditures for the nine months ending September 28, 2003		(1.7	)

Balance September 28, 2003	$	9.9

Note 6—Inventories

Inventories consisted of the following:

	September 28, 2003			December 31, 2002
	($ in millions)
Production costs of contracts in process	$	362.7		$	408.6
Excess of production cost of delivered items over the estimated average unit cost		3.0			5.9
Finished goods		21.5			26.2
Less: unliquidated progress payments		(177.7	)		(238.0	)

Total inventories	$	209.5		$	202.7

Note 7—Goodwill and Intangible Assets

With the adoption of SFAS No. 142, amortization of Goodwill ceased effective January 1, 2002 and is now subject to annual impairment tests in accordance with the standard. The Company completed its initial and annual impairment analysis based on the discounted future cash flow method and determined that there was no impairment to goodwill as of January 1, 2002 or December 31, 2002. The Company will complete the annual required impairment test of goodwill for 2003 during the fourth quarter.

F-36

The changes in the carrying amount of goodwill for the nine months ended September 28, 2003, were as follows:

	($ in Millions)
Balance December 31, 2002	$	96.7
Goodwill addition(1)		329.3

Balance September 28, 2003	$	426.0

(1): The goodwill addition represents goodwill related to the Aerostructures acquisition. The estimates are subject to adjustment, as further information becomes available. Upon completion of appraisals for the fair values of the acquired assets and assumed liabilities, the Company's allocation of the purchase price to goodwill may differ from what is presented above.

Intangible assets consisted of the following:

	September 28, 2003			December 31, 2002
Programs and contracts	$	251.5		$	106.0
Pension asset		1.5			1.5
Less: accumulated amortization		(50.8	)		(36.0	)

Identifiable intangible assets, net	$	202.2		$	71.5

Scheduled remaining amortization of identifiable intangible assets is as follows as of September 28, 2003:

2003	$	7.3
2004		26.9
2005		23.3
2006		23.3
2007		22.5
Thereafter		98.9

	$	202.2

Note 8—Long-Term Debt

On July 24, 2000, the Company entered into a senior credit and guaranty agreement that included $525 million of term loan facilities and a $90 million revolving credit facility. The revolving credit facility expires on June 30, 2006. No borrowings have been made under the revolving credit facility. Total long-term bank debt was $295.9 million and $395.6 million at September 28, 2003 and December 31, 2002, respectively.

On July 2, 2003, Vought issued $270.0 million of 8% Senior Notes due 2011 with interest payable on January 15 and July 15 of each year, beginning January 15, 2004. The notes may be redeemed in

F-37

full or in part prior to maturity on July 15, 2007, by paying a make-whole premium. Additionally, prior to July 15, 2006, Vought may redeem up to 35% of the notes from the proceeds of certain equity offerings. The notes are senior unsecured obligations guaranteed by all of Vought's existing and future domestic subsidiaries. In connection with the offering of the notes, Vought entered into an amendment to their senior secured credit facility. As part of the transaction, Vought prepaid $60.0 million of term loans including the retirement of Term Loan A and increased availability of the revolving credit facility by $60.0 million to a revolving credit facility of $150.0 million, reduced by $48.5 million outstanding letters of credit. This transaction reduced the total outstanding borrowings on the senior secured facility to $295.9 million.

At September 28, 2003 and December 31, 2002, the fair value of the Company's long-term bank debt, based on current interest rates, approximated its carrying value.

Note 9—Commitments

Warranty Reserves. A reserve has been established to provide for the estimated future cost of warranties on the Company's delivered products. Management periodically reviews the reserves and adjustments are made accordingly. Warranties cover such factors as non-conformance to specifications and defects in material and workmanship. The following is a rollforward of amounts accrued for warranty reserves:

	Warranty Reserve
	($ in millions)
Balance at December 31, 2001	$	11.3
Warranty costs incurred		(2.3	)
Additions charged to income		1.9

Balance at December 31, 2002		10.9
Beginning balance Aerostructures—July 2, 2003		1.5
Warranty costs incurred for the nine months ending September 28, 2003		(2.4	)
Additions charged to income		0.5

Balance at September 28, 2003	$	10.5

Note 10—Environmental Costs

Environmental Costs. Environmental liabilities are accrued when the Company determines it is responsible for remediation costs and such amounts are reasonably estimable. When only a range of amounts is established and no amount within the range is better than another, the minimum amount in the range is recorded.

F-38

environmental costs incurred relating to pre-existing matters as of July 24, 2000. Pre-existing environmental liabilities exceeding the $12 million limit remain the responsibility of Northrop Grumman Corporation under the terms of the acquisition agreement, to the extent identified within 10 years from the acquisition date. The pre-existing environmental liability excludes asbestos, urea formaldehyde foam insulation or lead-based paints. Remediation for such items would be the responsibility of the Company. The following is a rollforward of amounts accrued for environmental liabilities:

	Environmental Liability
	($ in millions)
Balance at December 31, 2001	$	11.5
Environmental costs incurred		(1.0	)

Balance at December 31, 2002		10.5
Environmental costs incurred for the nine months ending September 28, 2003		(1.7	)

Balance at September 28, 2003	$	8.8

Note 11—Related Party Transactions

In accordance with the management agreement between Vought Aircraft Industries, Inc. and the Company's principal stockholder, The Carlyle Group ("Carlyle"), we incurred a fee of $1,500,000 for various management services provided by Carlyle for the nine months ended September 28, 2003 and September 30, 2002, respectively. In addition, the Company paid Carlyle fees of $2.5 million in the third quarter of 2003, associated with the acquisition of Aerostructures.

Note 12—Subsequent Events

Boeing has announced its decision to end production of the 757 program, with the final aircraft scheduled to be produced in late 2004. Vought supplies Boeing with the 757 empennage, spoilers, and various doors. Due to these events, the Company evaluated the estimate to complete the 757 program and recorded a $10.0 million charge in the third quarter of 2003.

Note 13—Guarantor Subsidiaries

The 8% Senior Notes due 2011 are fully and unconditionally guaranteed, on a joint and separate basis, by the Company's wholly-owned subsidiaries. Summarized financial information of the Company and its subsidiary is presented below:

F-39

Consolidating Balance Sheet
September 28, 2003

				Vought			Guarantor Subsidiary			Intercompany Eliminations		Total
							Note(1)					Note(1)
Assets
Current assets:
	Cash and cash equivalents			$	187.0		$	—		$	—	$	187.0
	Trade and other receivables				92.1			31.7					123.8
	Inventories				178.8			30.7					209.5
	Other current assets				3.6			0.4					4.0

		Total current assets			461.5			62.8			—		524.3
Property, plant and equipment, net					318.3			79.4					397.7
Goodwill, net					96.7			329.3					426.0
Identifiable intangible assets, net					60.3			141.9					202.2
Debt origination costs, net and other assets					19.4			0.1					19.5

		Total assets		$	956.2		$	613.5		$	—	$	1,569.7

Liabilities and stockholders' equity (deficit)
Current liabilities:
	Accounts payable, trade			$	40.6		$	15.4		$	—	$	56.0
	Accrued and other liabilities				74.0			18.5					92.5
	Accrued payroll and employee benefits				57.6			6.1					63.7
	Accrued postemployment benefits—current				43.8			10.3					54.1
	Derivative liability—interest rate swaps				2.8			—					2.8
	Accrued contract liabilities				208.1			15.4					223.5

		Total current liabilities			426.9			65.7			—		492.6
Long-term liabilities:
	Accrued postemployment benefits, net of current portion				391.9			90.8					482.7
	Accrued pension				236.4			51.2			—		287.6
	Long-term bank debt				295.9			—					295.9
	Long-term bond debt				270.0			—					270.0
	Other non-current liabilities				18.3			3.2					21.5

		Total liabilities			1,639.4			210.9			—		1850.3
Commitments and contingencies
Stockholders' equity (deficit):
	Common stock par value $.01; 50,000,000 shares authorized, 25,035,852 and 17,891,965 issued and outstanding in 2003, and 2002 respectively				0.2			0.1					0.3
	Additional paid-in capital				185.7			232.3					418.0
	Intercompany transactions				(178.1	)		178.1					—
	Shares held in rabbi trust				(1.9	)		—					(1.9	)
	CMG escrow				—			(2.0	)				(2.0	)
	Stockholders' loans				(2.3	)		—					(2.3	)
	Accumulated deficit				(158.1	)		(5.9	)				(164.0	)
	Accumulated other comprehensive loss				(528.7	)		—					(528.7	)

		Total stockholders' equity (deficit)			(683.2	)		402.6			—		(280.6	)

			Total liabilities and stockholders' equity (deficit)	$	956.2		$	613.5		$	—	$	1,569.7

Note (1): Preliminary purchase accounting entries do not include valuation of PP&E.

F-40

Consolidating Balance Sheet
December 31, 2002

			Vought			Guarantor Subsidiary		Intercompany Eliminations		Total
Assets
Current assets:
	Cash and cash equivalents		$	68.6						$	68.6
	Trade and other receivables			86.7							86.7
	Inventories			202.7							202.7
	Other current assets			4.6							4.6

		Total current assets		362.6			—		—		362.6
	Property, plant and equipment, net			334.7							334.7
	Goodwill, net			96.7							96.7
	Identifiable intangible assets, net			71.5							71.5
	Debt origination costs, net and other assets			7.8							7.8

		Total assets	$	873.3		$	—	$	—	$	873.3

Liabilities and stockholders' equity (deficit)
Current liabilities:
	Accounts payable, trade		$	38.3						$	38.3
	Accrued and other liabilities			68.4							68.4
	Accrued payroll and employee benefits			72.5							72.5
	Accrued postemployment benefits—current			43.8							43.8
	Derivative liability—interest rate swaps			10.3							10.3
	Accrued contract liabilities			104.3							104.3

		Total current liabilities		337.6			—		—		337.6
Long-term liabilities:
	Accrued postemployment benefits, net of current portion			389.6							389.6
	Accrued pension			234.0							234.0
	Long-term bank debt			395.6							395.6
	Other non-current liabilities			19.4							19.4

		Total liabilities		1,376.2			—		—		1,376.2
Commitments and contingencies
Stockholders' equity (deficit):
	Common stock, par value $0.01; 50,000,000 shares authorized, 25,035,852 and 17,891,965 issued and outstanding in 2003, and 2002 respectively			0.2							0.2
	Additional paid-in capital			178.8							178.8
	Intercompany transactions			—							—
	Shares held in rabbi trust			(1.9	)						(1.9	)
	Stockholders' loans			(2.3	)						(2.3	)
	Accumulated deficit			(149.0	)						(149.0	)
	Accumulated other comprehensive loss			(528.7	)						(528.7	)

		Total stockholders' equity (deficit)		(502.9	)		—		—		(502.9	)

Total liabilities and stockholders' equity (deficit)			$	873.3			—		—	$	873.3

F-41

Consolidating Statement of Operations
Three Months Ended September 28, 2003

		Vought			Guarantor Subsidiary			Intercompany Eliminations			Total
Net Sales		$	259.0		$	56.2		$	(1.1	)	$	314.1
Costs and expenses
	Cost of sales		209.9			46.5			(1.1	)		255.3
	Selling, general and administrative expenses		43.4			15.3						58.7

	Total costs and expenses		253.3			61.8			(1.1	)		314.0

Operating income (loss)
Other income (expense)
	FAS 133 non-cash income (expense)—interest rate swap		2.8			—						2.8
	Interest income		0.5			—						0.5
	Interest expense		(13.6	)		(0.3	)					(13.9	)

Loss before income taxes			(4.6	)		(5.9	)		—			(10.5	)
Income taxes			—			—			—			—

Net loss		$	(4.6	)	$	(5.9	)	$	—		$	(10.5	)

Consolidating Statement of Operations
Three Months Ended September 29, 2002

		Vought			Guarantor Subsidiary		Intercompany Eliminations		Total
Net Sales		$	297.2						$	297.2
Costs and expenses
	Cost of sales		262.6							262.6
	Selling, general and administrative expenses		40.2							40.2

	Total costs and expenses		302.8			—		—		302.8

Operating income (loss)			(5.6	)		—		—		(5.6	)
Other income (expense)
	FAS 133 non-cash income (expense)—interest rate swap		0.5							0.5
	Interest income		0.7							0.7
	Interest expense		(11.1	)						(11.1	)

Loss before income taxes			(15.5	)		—		—		(15.5	)
Income taxes			—			—		—		—

Net loss		$	(15.5	)	$	—	$	—	$	(15.5	)

F-42

Consolidating Statement of Operations
Nine Months Ended September 28, 2003

		Vought			Guarantor Subsidiary			Intercompany Eliminations			Total
Net Sales		$	796.7		$	56.2		$	(1.1	)	$	851.8
Costs and expenses
	Cost of sales		632.9			46.5			(1.1	)		678.3
	Selling, general and administrative expenses		152.8			15.3						168.1

	Total costs and expenses		785.7			61.8			(1.1	)		846.4

Operating income (loss)			11.0			(5.6	)		—			5.4
Other income (expense)
	FAS 133 non-cash income (expense)—interest (rate swap)		7.6			—						7.6
	Interest income		1.6			—						1.6
	Interest expense		(29.3	)		(0.3	)					(29.6	)

Loss before income taxes			(9.1	)		(5.9	)					(15.0	)
Income taxes			—			—			—			—

Net loss		$	(9.1	)	$	(5.9	)	$	—		$	(15.0	)

F-43

Consolidating Statement of Operations
Nine Months Ended September 29, 2002

			Vought			Guarantor Subsidiary		Intercompany Eliminations		Total
Net sales			$	926.0		$	—	$	—	$	926.0
Costs and expenses
	Cost of sales			804.5							804.5
	Selling, general and administrative expenses			135.5							135.5

		Total costs and expenses		940.0							940.0

Operating income (loss)				(14.0	)		—		—		(14.0	)
Other income (expense)
	FAS 133 non-cash income (expense)—interest rate swaps			3.1							3.1
	Interest income			1.7							1.7
	Interest expense			(33.3	)						(33.3	)

Loss before income taxes				(42.5	)		—		—		(42.5	)
Income taxes				—							—

Net (loss)			$	(42.5	)	$	—	$	—	$	(42.5	)

F-44

Consolidating Statement of Cash Flows
Nine Months Ended September 28, 2003

		Vought			Guarantor Subsidiary			Intercompany Eliminations		Total
Operating
Net (loss)		$	(9.1	)	$	(5.9	)			$	(15.0	)
Adjustments to reconcile income (loss) to net cash provided by operating activities:
	Depreciation & amortization		50.0			7.8					57.8
	Loss from asset sales		0.8			0.8					1.6
	Stock compensation expense		11.1								11.1
	FAS 133 non-cash (income) loss—interest rate swaps		(7.6	)							(7.6	)
Changes in current assets and liabilities:
	Accounts receivable		(5.4	)		(3.6	)				(9.0	)
	Inventories, net of advance and progress billings		23.9			(6.1	)				17.8
	Other current assets		1.0			0.1					1.1
	Accounts payable, trade		2.3			2.0					4.3
	Accrued payroll and employee benefits		(19.1	)		2.1					(17.0	)
	Accrued and other liabilities		5.6			3.0					8.6
	Accrued contract liabilities		103.8			6.3					110.1
	Other assets and liabilities—long-term		2.4			(0.6	)				1.8

Net cash provided by operating activities			159.7			5.9			—		165.6
Investing
Cash paid for Aerostructures net of cash acquired			(178.1	)		(5.2	)				(183.3	)
Capital expenditures			(20.0	)		(0.7	)				(20.7	)

Net cash used by investing activities			(198.1	)		(5.9	)		—		(204.0	)
Financing
Payments on long-term bank debt			(99.7	)							(99.7	)
Payment of debt origination cost			(13.5	)							(13.5	)
Proceeds from long-term debt			270.0								270.0

Net cash provided by financing activities			156.8			—			—		156.8

Net increase in cash and cash			118.4								118.4
Cash and cash equivalents at beginning of period			68.6								68.6

Cash and cash equivalents at end of period		$	187.0		$	—		$	—	$	187.0

F-45

Consolidating Statement of Cash Flows
Nine Months Ended September 29, 2002

		Vought			Total
Operating activities
Net (loss)		$	(42.5	)	$	(42.5	)
Adjustments to reconcile income (loss) to net cash provided by operating activities:
	Depreciation & amortization		50.7			50.7
	Loss from asset sales		0.7			0.7
	Stock compensation expense		—			—
	FAS 133 non-cash (income) loss—interest rate swaps		(3.1	)		(3.1	)
Changes in current assets and liabilities:
	Accounts receivable		23.8			23.8
	Inventories, net of advances and progress billings		118.7			118.7
	Other current assets		0.4			0.4
	Accounts payable, trade		15.5			15.5
	Accrued payroll and employee benefits		(38.6	)		(38.6	)
	Accrued postemployment benefits—current		2.4			2.4
	Accrued and other liabilities		5.0			5.0
	Accrued contract liabilities		32.3			32.3
	Other assets and liabilities—long-term		(7.6	)		(7.6	)

Net cash provided by operating activities			157.7			157.7
Investing activities
Capital expenditures			(11.1	)		(11.1	)

Net cash used by investing activities			(11.1	)		(11.1	)
Financing activities
Payments on long-term bank debt			(65.0	)		(65.0	)
Proceeds from issuance of common stock			0.1			0.1

Net cash used by financing activities			(64.9	)		(64.9	)

Net increase in cash and cash equivalents			81.7			81.7
Cash and cash equivalents at beginning of period			31.9			31.9

Cash and cash equivalents at end of period		$	113.6		$	113.6

F-46

Report of Independent Auditors

To the Board of Directors and Stockholders
TA Acquisition Holdings, Inc.

In our opinion, the accompanying consolidated balance sheets and related consolidated statements of operations and comprehensive income, of stockholders' equity, and of cash flows present fairly, in all material respects, the consolidated financial position of TA Acquisition Holdings, Inc. (the Company) at December 27, 2002 and December 28, 2001, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 27, 2002 in conformity with accounting principles generally accepted in the United States of America. These consolidated financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits of these consolidated statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 5 and Note 7 to the consolidated financial statements, the Company changed its method of accounting for goodwill and other intangible assets effective December 29, 2001 to conform to Statement of Financial Accounting Standards No. 142,Goodwill and Other Intangible Assets, and its method of accounting for derivative financial instruments effective December 30, 2000 to conform to Statement of Financial Accounting Standards No. 133,Accounting for Derivative Instruments and Hedging Activities, as amended.

/s/ PricewaterhouseCoopers LLP

June 9, 2003, except for Note 18, as to which the date is July 2, 2003

Birmingham, Alabama

F-47

TA Acquisition Holdings, Inc.

Consolidated Balance Sheets

December 27, 2002, December 28, 2001, and July 1, 2003

(In thousands, except per share data)

			December 27, 2002			December 28, 2001			July 1, 2003
									(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	207		$	330		$	1,871
	Accounts receivable			33,700			30,368			28,130
	Inventory			70,519			82,471			77,561
	Prepaids and other current assets			1,058			2,261			1,445
	Deferred tax asset			3,530			3,761			4,586

		Total current assets		109,014			119,191			113,593
	Property, plant and equipment, net			87,310			102,221			83,048
	Prepaid pension costs			—			37,472			—
	Intangible assets, net			8,458			2,341			8,135
	Goodwill, net			8,882			8,882			8,882
	Deferred tax asset			85,005			64,070			84,161

		Total assets	$	298,669		$	334,177		$	297,819

		LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Cash overdrafts		$	1,152		$	978		$	—
	Accounts payable			10,678			14,405			12,267
	Accrued expenses			13,361			12,849			9,472
	Derivative financial instruments			—			3,389			1,025
	Current portion of notes payable			14,000			16,123			14,200
	Current portion of capital lease obligations			587			489			1,469
	Current portion of accrued postretirement benefits other than pensions			9,965			9,634			10,040
	Forward loss provision			—			1,500			—

		Total current liabilities		49,743			59,367			48,473
Notes payable, net of current portion				123,050			96,675			119,249
Seller subordinated notes				—			48,947			—
Capital lease obligations, net of current portion				1,693			2,083			3,049
Accrued expenses and other liabilities				10,973			14,719			11,277
Accrued pension costs				36,939			—			41,117
Accrued postretirement benefits other than pensions, net of current portion				71,861			73,433			70,239

		Total liabilities		294,259			295,224			293,404

Stockholders' equity:
	Common stock, $.01 par value, 4,000,000 shares authorized, 2,705,845 shares issued and outstanding			27			27			27
	Preferred stock, $.01 par value, 100,000 shares authorized, 24,950 shares issued and outstanding (liquidation preference of $1,000 per share and cumulative preferred dividends of $477, $362, and $534 per share at December 27, 2002, December 28, 2001 and July 1, 2003 (unaudited), respectively			—			—			—
	Additional paid-in capital			104,146			104,146			104,146
	Accumulated deficit			(56,434	)		(65,220	)		(56,429	)
	Accumulated other comprehensive loss			(43,329	)		—			(43,329	)

		Total stockholders' equity		4,410			38,953			4,415

		Total liabilities and stockholders' equity	$	298,669		$	334,177		$	297,819

The accompanying notes are an integral part of these consolidated financial statements.

F-48

TA Acquisition Holdings, Inc.

Consolidated Statements of Operations and Comprehensive Income

For the Years Ended December 27, 2002, December 28, 2001, December 29, 2000 and for the
Six Months Ended July 1, 2003 and June 28, 2002

(In thousands)

		Years Ended									Six Months Ended
		December 27, 2002			December 28, 2001			December 29, 2000			July 1, 2003			June 28, 2002
											(Unaudited)			(Unaudited)
Sales		$	300,051		$	367,474		$	408,796		$	140,527		$	164,358
Cost of sales			250,687			319,339			355,724			124,675			139,781

Gross profit			49,364			48,135			53,072			15,852			24,577
Selling, general, and administrative expenses			22,450			24,282			27,743			9,325			10,973
Amortization expense			319			1,706			1,399			124			163

Income from operations			26,595			22,147			23,930			6,403			13,441
Interest expense			(13,656	)		(17,854	)		(25,216	)		(5,050	)		(8,854	)
Gain (loss) on derivative financial instruments			3,389			(1,815	)		—			(1,025	)		1,719
Other expense, net			(1,592	)		(231	)		(1,091	)		(320	)		(183	)

	Income (loss) before income taxes and cumulative effect of a change in accounting principle		14,736			2,247			(2,377	)		8			6,123
(Provision) benefit for income taxes			(5,950	)		18,274			160			(3	)		(2,324	)

	Net income (loss) before cumulative effect of a change in accounting principle		8,786			20,521			(2,217	)		5			3,799
Cumulative effect of a change in accounting principle, net of income tax benefit of $598 (see Notes 1 and 7)			—			(976	)		—			—			—

	Net income		8,786			19,545			(2,217	)		5			3, 799
Minimum pension liability, net of income taxes of $26,511			(43,329	)		—			—			—			—

Comprehensive (loss) income		$	(34,543	)	$	19,545		$	(2,217	)	$	5		$	3, 799

The accompanying notes are an integral part of these consolidated financial statements.

F-49

TA Acquisition Holdings, Inc.

Consolidated Statements of Stockholders' Equity

For the Years Ended December 27, 2002, December 28, 2001, December 29, 2000 and for the
Six Months Ended July 1, 2003

(In thousands, except per share data)

	Common Stock		Preferred Stock		Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
Balance, December 31, 1999	$	27	$	—	$	104,071	$	(82,548	)				$	21,550
Stock options exercised at $20.92 per share						75								75
Net loss								(2,217	)					(2,217	)

Balance, December 29, 2000		27		—		104,146		(84,765	)					19,408
Net income		—		—		—		19,545						19,545

Balance, December 28, 2001		27		—		104,146		(65,220	)					38,953
Net income								8,786						8,786
Minimum pension liability										$	(43,329	)		(43,329	)

Balance, December 27, 2002		27		—		104,146		(56,434	)		(43,329	)		4,410
Net income (unaudited)								5						5

Balance, July 1, 2003 (unaudited)	$	27	$	—	$	104,146	$	(56,429	)	$	(43,329	)	$	4,415

The accompanying notes are an integral part of these consolidated financial statements.

F-50

TA Acquisition Holdings, Inc.

Consolidated Statements of Cash Flows

For the Years Ended December 27, 2002, December 28, 2001, December 29, 2000 and for the
Six Months Ended July 1, 2003 and June 28, 2002

(In thousands)

				Years Ended									Six Months Ended
				December 27, 2002			December 28, 2001			December 29, 2000			July 1, 2003			June 28, 2002
													(Unaudited)			(Unaudited)
Cash flows from operating activities:
	Net income (loss)			$	8,786		$	19,545		$	(2,217	)	$	5		$	3,799
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Depreciation expense				20,714			21,970			22,988			9,792			10,393
	Amortization and write-off of intangible assets				1,473			1,706			1,399			356			163
	Amortization of debt issuance costs				811			1,287			1,347			199			429
	Loss on disposition of property, plant, and equipment				1,223			1,489			4,198			33			—
	Interest capitalized as seller subordinated notes				4,539			5,259			4,417			—			4,473
	(Gain) loss on derivative financial instruments and cumulative effect of a change in accounting principle				(3,389	)		3,389			—			1,025			(1,813	)
	Deferred income tax provision (benefit)				5,807			(18,872	)		(160	)		(212	)		2,324
	Changes in operating assets and liabilities:
		Accounts receivable			(3,332	)		501			(3,304	)		5,570			1,335
		Inventories			11,952			49,868			59,957			(7,042	)		20,403
		Prepaid expenses and other assets			1,203			(727	)		459			(387	)		806
		Accounts payable			(3,727	)		(6,775	)		(4,645	)		1,589			(1,404	)
		Accrued expenses and other liabilities			(3,234	)		3,342			644			(6,734	)		(2,720	)
		Net change in forward loss provision			(1,500	)		(1,568	)		(3,436	)		3,149			(400	)
		Pension and other postretirement benefits			(1,871	)		(7,706	)		(4,731	)		2,631			440

			Net cash provided by operating activities		39,455			72,708			76,916			9,974			38,228

Cash flows from investing activities:
	Proceeds received from sale of property, plant, and equipment				167			16			656			—			—
	Purchases of property, plant, and equipment				(6,844	)		(7,580	)		(2,030	)		(2,876	)		(2,607	)

			Net cash used in investing activities		(6,677	)		(7,564	)		(1,374	)		(2,876	)		(2,607	)

Cash flows from financing activities:
	Principal reductions of debt				(151,284	)		(95,452	)		(23,157	)		(2,500	)		(14,597	)
	Net change in revolving credit facility				(15,000	)		15,000			(39,500	)		(1,300	)		(15,000	)
	Proceeds from debt refinancing				137,050			—			—			—			—
	Payments for debt issuance costs				(3,200	)		—			—			(33	)		—
	Payments under capital lease obligations				(641	)		(343	)		—			(449	)		(218	)
	Proceeds received from issuance of preferred stock				—			—			75			—			—
	Increase (decrease) in cash overdrafts				174			978			—			(1,152	)		(978	)

			Net cash used in financing activities		(32,901	)		(79,817	)		(62,582	)		(5,434	)		(30,793	)

			Net (decrease) increase in cash and cash equivalents		(123	)		(14,673	)		12,960			1,664			4,828
Cash and cash equivalents, beginning of period					330			15,003			2,043			207			330

Cash and cash equivalents, end of period				$	207		$	330		$	15,003		$	1,871		$	5,158

Supplemental disclosures of cash flow information:
	Cash payments during the period for interest			$	9,145		$	10,798		$	20,221		$	4,393		$	3,629

	Cash payments during the period for income taxes												$	400			—

	Liabilities assumed for equipment purchases under capital leases			$	349		$	2,824					$	2,687			—

The accompanying notes are an integral part of these consolidated financial statements.

F-51

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General—TA Acquisition Holdings, Inc. (the Company) is engaged in the manufacture of aircraft wings and complex aerostructures. The Company has manufacturing divisions located in Nashville, Tennessee ("Nashville" or "Nashville division"), Brea, California, and Everett, Washington (the California and Washington divisions are collectively referred to as the "Brea and Everett divisions" and the California division is referred to as the "Brea division"). Prior to 1996, the Nashville division was a wholly-owned subsidiary of Textron, Inc. During 1996, the Nashville division was sold in exchange for cash and seller subordinated notes to partnership funds whose general partner is TC Group L.L.C., which operates under the name "The Carlyle Group" ("Carlyle"). During 1998, the Nashville division was merged with the Brea and Everett divisions, which were also Carlyle-owned entities at the time of the merger. The Company operates on a 52/53 week fiscal year. For 2002, 2001, and 2000, the Company's fiscal year ends were December 27, 2002, December 28, 2001, and December 29, 2000, respectively.

The interim financial information for the six-month periods ended June 28, 2002 and July 1, 2003 provided herein is unaudited; however, in the opinion of the Company, the interim data includes all adjustments, consisting only of normal, recurring adjustments, necessary for a fair statement of the results for the interim periods.

Principles of Consolidation—The consolidated financial statements include the operations of the Company and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation.

Use of Estimates—The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Estimates which have a material impact on the consolidated financial statements include those used in determining the profit recognition for programs in accordance with program accounting, allowance for anticipated contract losses, the recoverability of deferred tax assets, inventory obsolescence reserves, accounts receivable reserves, self-insurance reserves for employee health insurance and workers' compensation, actuarial assumptions for employee benefit plans, accruals for warranties, and accruals for contingencies. It is possible that actual results could differ significantly from those estimates and significant changes to estimates could occur in the near term.

Government Contracts—In 2002, 2001, and 2000, 23%, 16%, and 26%, respectively, of gross sales were generated by or resulted from U.S. Government contracts. U.S. Government business is subject to competition, changes in procurement policies and regulations, the continuing availability of congressional appropriations, world events, and the size and timing of programs in which the Company may participate.

A substantial portion of the Company's government contracts is fixed price. U.S. Government contracts generally may be terminated in whole or in part at the convenience of the U.S. Government or if the contractor is in default. The Company may be entitled to additional compensation or be liable for additional costs, depending on whether the contract was terminated at the convenience of the U.S. Government or for contractor default, respectively.

Contract Accounting—The Company uses contract accounting for its government contract airframe production at its Nashville division. Specific to these contracts, the Company segregates units of production into production lots. Production lots are comprised of units under firm purchase orders and are segregated into these lots as a means for identifying and monitoring actual cost. Delivery of units

F-52

assigned to a lot may span for a period that exceeds one year. The Company recognizes revenue under contract accounting when a unit is delivered and accepted by the customer. The amount reported as cost of sales represents actual lot cost associated with the delivered unit.

Specific to the Brea and Everett divisions, revenue is earned from the sale of aerospace component parts and is recognized when a unit is delivered and accepted by the customer. The Brea and Everett divisions are manufacturers of small and complex aerostructures, and their manufacturing costs are inventoried at the actual cost of production. The amount reported as cost of sales represents actual cost associated with each delivered unit.

Program Accounting—The Company uses program accounting for its commercial aircraft products at its Nashville division. Program accounting is a method of accounting for the costs of certain products manufactured for delivery under production type contracts where profitability is realized over multiple contracts and years. Under program accounting, inventoriable production costs (including overhead), program tooling costs and warranty costs are accumulated and charged to revenue by program instead of by individual units or contracts. A program consists of the estimated number of units (accounting quantity) of a product to be produced in a continuing, long-term production effort for delivery under existing and anticipated contracts. To establish the relationship of revenue to cost of sales, program accounting requires estimates of (a) the number of units to be produced and sold in a program, (b) the period over which the units can reasonably be expected to be produced, and (c) the expected selling prices, production costs, program tooling, and warranty costs for the total program.

The Company recognizes revenue for commercial aircraft components when a unit is completed and accepted by the customer. The revenue recognized is the contractual price negotiated with the customer. The amount reported as cost of sales is determined by applying the estimated cost of sales percentage for the total remaining program to the amount of revenue recognized. Revisions to program profits that relate to current and future revenue and costs are recorded ratably during the year in which the revisions are identified and over the remainder of the program life. Renegotiation of unit price and terms regarding cost reimbursement of nonrecurring expenditures that relate to charges incurred and recognized in prior years or to units shipped in prior years are recognized currently. During 2002, 2001, and 2000, the Company received and reported revenue of $1,062, and $3,588, and $0, respectively, related to recurring production costs, tooling and other deferred costs that were charged to income in prior years. Production costs related to a program for which a contract has not been signed, a unit price has not been negotiated, and projected costs are not reliably estimable, all together hindering the Company's ability to reasonably project a program profit margin, are recognized as period costs. Estimated losses on contract and programs are recorded when identified.

Cash and Cash Equivalents—The Company includes highly liquid marketable securities and debt instruments purchased with a maturity of three months or less in cash equivalents.

Inventories—Materials and supplies are stated at the lower of moving average cost or market. Work in process includes cumulative costs of materials, direct labor, manufacturing overhead, and other costs incurred under each contract, less progress payments, amounts in excess of estimated realizable value, if applicable, and amounts charged to cost of goods sold on units delivered. Inventoried costs on long-term commercial programs and U.S. Government fixed price contracts include direct engineering, production and tooling costs, and applicable overhead. In addition, inventoried costs on U.S. Government fixed price contracts include research and development performed for the benefit of specific contracts and general and administrative expenses estimated to be recoverable. In accordance with industry practice, inventoried costs include amounts related to contracts and programs having production cycles longer than one year.

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Inventories are comprised of actual accumulated production costs related to units on-hand as well as deferred inventory costs. Deferred inventory costs consist of incurred production costs on delivered units that have not been relieved through cost of sales and that will be relieved over the life of the program in accordance with program profitability estimates. In addition, deferred inventory costs include tooling and other nonrecurring costs that are recovered over the life of the related program. Negative deferred inventory cost may result when cost of sales exceed actual accumulated production costs and is typically created in programs that have tiered-price billing arrangements in which the unit billing price is not proportionally consistent with actual production costs incurred over the life of the program. Negative deferred inventory cost may also result from advanced reimbursing receipts in excess of actual tooling and other nonrecurring costs incurred by the Company.

Property, Plant, and Equipment—Property, plant, and equipment is stated at cost and is depreciated using the straight-line method over the estimated useful lives of the individual assets. Certain machinery and equipment held under capital leases are classified as property, plant, and equipment and amortized using the straight-line method over the lease terms or the estimated useful lives of the assets, and the related obligations are recorded as liabilities. Amortization of assets recorded under capital leases is included in depreciation expense. The Company depreciates buildings and improvements over 10-30 years, machinery and equipment over 4-12 years, computer equipment over 3 years, and office equipment over 3-6 years. Amounts expended for repairs and maintenance are charged to expense as incurred. The cost and related accumulated depreciation of assets sold or otherwise disposed of are deducted from the related accounts and resulting gains or losses are reflected in the consolidated statements of operations and comprehensive income.

Intangibles—Intangible assets are stated at cost and are amortized using the straight-line method over the useful lives of the individual assets. Debt issue costs are amortized over the lives of the related term loan facility (see Note 9) and software licenses over 3 years. As discussed under Recently Issued Accounting Standards below, the Company ceased amortization of goodwill beginning December 29, 2001. The intangible asset for unrecognized prior service cost was established in fiscal year 2002 in connection with the realization of the additional minimum pension liability (see Note 12) and will increase or decrease in conjunction with the annual pension valuation.

Income Taxes—The Company accounts for income taxes under the asset and liability method. Deferred taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts. Under the asset and liability method, deferred tax assets and liabilities are adjusted to reflect changes in the statutory tax rates resulting in income adjustments in the period such changes are enacted. Valuation allowances are established to reduce deferred tax assets to the amount expected to be realized.

Insurance Accruals—It is the Company's policy to retain a portion of expected losses related to workers' compensation and health insurance through deductibles under its insurance programs. Provisions for losses expected under these programs are recorded based on estimates of undiscounted aggregate liabilities for claims incurred, including claims incurred but not reported.

Long-Lived Assets—The Company reviews for impairment its long-lived assets and certain finite lived intangibles held and used in operations whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying values. An impairment loss would be recognized in the amount by which the recorded value of the asset exceeds the fair value of the asset, measured by the quoted market price of the asset or an estimate based on the best information available in the circumstances. There were no such losses recognized during fiscal year 2002, 2001, or 2000.

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Derivative Instruments—Derivatives consists of interest rate swap agreements. The differential paid or received under the interest rate swap agreement, computed as the difference between the floating rate and the fixed rate, is recognized as an adjustment to interest expense (see Note 7). Accordingly, changes in fair value of the Company's derivative financial instruments are reflected in net income.

Liabilities for Warranty—The Company warranties certain work performed for a given time period, in accordance with the terms of each specific contract. The Company provides for warranty expense based on known and anticipated warranty claims. The warranty reserves at December 27, 2002 and December 28, 2001 of $4,900 and $5,979, respectively, represent management's best estimate of anticipated costs related to products that were under warranty at those dates; actual experience may be different than that anticipated.

Segment Reporting—The Company is managed and operated as a single segment in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 131,Disclosures about Segments of an Enterprise and Related Information.

Recently Issued Accounting Standards—In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 141,Business Combinations, and SFAS No. 142,Goodwill and Other Intangible Assets. SFAS No. 141 clarifies the criteria to recognize intangible assets separately from goodwill and requires the purchase method of accounting for all acquisitions. SFAS No. 141 is effective for any business combination that is completed after June 30, 2001. SFAS No. 142 requires that goodwill no longer be amortized but be reviewed annually, or more frequently if impairment indicators arise, for impairment. The goodwill amortization provisions of SFAS No. 142 are effective for fiscal years beginning after December 15, 2001. The amortization provisions of SFAS No. 142 apply to goodwill and intangible assets acquired by the Company after June 30, 2001. The Company has adopted SFAS Nos. 141 and 142 and ceased amortization of goodwill effective for fiscal 2002 (see Note 5).

In August 2001, the FASB issued SFAS No. 144,Accounting for the Impairment on Disposal of Long-Lived Assets, which supersedes SFAS No. 121,Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of. SFAS No. 144 provides additional guidance on the accounting for impairments of long-lived assets and updates the accounting and reporting requirements for discontinued operations. The Company's adoption of SFAS No. 144 on December 29, 2001 had no material impact on its consolidated financial statements.

In April 2002, the FASB issued SFAS No. 145,Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145 rescinds SFAS No. 4, which required all gains and losses from extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect. As a result, the criteria in Accounting Principles Board Opinion No. 30,Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions, will now be used to classify those gains and losses. SFAS No. 64 and the amended sections of SFAS No. 13 are not applicable to the Company and therefore have no effect on the Company's consolidated balance sheet. SFAS No. 145 is effective for fiscal years beginning after May 15, 2002 with early application encouraged. The Company early adopted SFAS No. 145 and, accordingly, recognized the write-off of debt issuance costs related to refinanced debt as other non-operating expense in fiscal year 2002 (see Note 5).

In December 2002, the FASB issued SFAS No. 148,Accounting for Stock-Based Compensation Transition and Disclosure—an amendment of SFAS No. 123. SFAS No. 148 provides additional guidance for entities that elect to voluntarily adopt the accounting provisions of SFAS No. 123,Accounting for

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Stock-Based Compensation. SFAS No. 148 is effective for fiscal years ending after December 15, 2002 and had no material impact on the Company's consolidated financial statements.

The following table illustrates the effect on net income if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation.

	2002			2001		2000
Net income (loss), as reported	$	8,786		$	19,545	$	(2,217	)
Add: stock-based employee compensation expense included in reported net income, net of related income tax effects		—			—		—
Add (deduct) total stock-based employee compensation (income) expense determined under fair value based method for all awards, net of related income tax effects		(47	)		141		(110	)

Pro forma net income	$	8,739		$	19,686	$	(2,327	)

On November 25, 2002, the FASB issued FASB Interpretation No. 45 (FIN 45),Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an Interpretation of FASB Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34. FIN 45 clarifies the requirements of SFAS No. 5, Accounting for Contingencies, relating to the guarantor's accounting for, and disclosure of, the issuance of certain types of guarantees. The disclosure provisions of FIN 45 are effective for financial statements that end after December 15, 2002. However, the provisions for initial recognition and measurement are effective on a prospective basis for guarantees that are issued or modified after December 31, 2002, irrespective of a guarantor's year end. The adoption of this standard did not have an impact on the Company's consolidated financial statements.

On January 15, 2003, the FASB completed its redeliberations of the project related to the consolidation of variable interest entities which culminated with the issuance of FASB Interpretation No. 46 (FIN 46),Consolidation of Variable Interest Entities. FIN 46 states that if a business enterprise has a controlling financial interest in a variable interest entity, the assets, liabilities and results of the activities of the variable interest entity should be included in the consolidated financial statements of the business enterprise. This interpretation explains how to identify variable interest entities and how an enterprise assesses its interests in a variable interest entity to decide whether to consolidate that entity. FIN 46 also requires an existing unconsolidated variable interest entity to be consolidated by its primary beneficiary if the entity does not effectively disperse risks among parties involved. The adoption of FIN 46 did not have a material effect on the Company's consolidated financial statements.

2. TRADE ACCOUNTS RECEIVABLE

At December 27, 2002 and December 28, 2001, substantially all of the Company's trade and other accounts receivable arose from manufacturing operations. The Company sells to customers in the United States, Canada, and Western Europe (see Note 16). Accounts receivable pertaining to manufacturing customers are primarily from commercial and military subcontracts with major prime aerospace companies.

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3. INVENTORIES

Inventories consist of the following:

	December 27, 2002			December 28, 2001			July 1, 2003
							(unaudited)
Finished goods	$	2,668		$	4,015		$	2,515
Work in process		60,659			67,156			64,777
Tooling		10,701			15,783			8,537
Raw materials and supplies		4,312			6,981			3,942

Total inventories		78,340			93,935			79,771
Less progress payments		(7,821	)		(11,464	)		(2,210	)

Inventories, net of progress payments	$	70,519		$	82,471		$	77,561

Included in work in process is $(645), $(863), and $2,144 (unaudited) of deferred inventory, including tooling, at December 27, 2002, December 28, 2001, and July 1, 2003, respectively. The recovery of a significant portion of deferred costs is dependent on the number of units shipped, contract prices and the projected profit recognition of programs in accordance with program accounting. Sales under estimates or costs over estimates could result in the realization of losses. Based on historical data and studies by the Company, management believes there exists a sufficient market to enable the Company to recover deferred inventory costs.

The portion of the unamortized tooling costs that would not be absorbed in cost of sales based on firm orders at December 27, 2002—that is, assuming the Airbus A330/340 aircraft program was to be canceled after the Company completed deliveries under those firm orders—is approximately $4,114. The Company continues to believe that, in light of the orders to date, the outlook for the aircraft in the marketplace, and the customer contractual arrangements that exist on this program, it will recover all such costs.

The Company is using a program size of 635 aircraft in accounting for its subcontract work under the Airbus A330/340 program related to its contract with Airbus UK Limited (AUKL). As of December 27, 2002, the Company has firm purchase orders covering 388 sets of wing components and has delivered 339 units under this program. The total contract, including option years, is for 910 aircraft. Based on studies made by and on behalf of the Company, including current customer delivery schedules, management believes that this 635 unit program estimate is representative of the market for this aircraft, including deliveries to date, with production and deliveries continuing at a normal rate through at least 2007.

During 2001, the Company entered into a Global Memorandum of Agreement (Global MOA) between the Company and AUKL that specifies the contract terms for the Airbus A340-500/600 program. The Global MOA established an initial build quantity of 300 units, which the Company is using to account for its subcontract work under this program. The Global MOA also established a base recurring price and price escalation model for the first 300 units, and established the initial nonrecurring price, including design and tooling, of $46,958. As of December 27, 2002 and December 28, 2001, the Company has incurred cumulative costs of $31,264 and $30,984, respectively, related to initial tooling and other deferred costs. The Company had received $46,958 as of December 28, 2001 for the recovery of such costs. These reimbursing receipts are recorded as reductions to work in process when received. The Company anticipates that it will incur approximately $33,055 in total initial tooling and other deferred costs. The initial nonrecurring payments and related costs are being amortized over the first 150 units delivered under this program. As of December 27, 2002, the Company has delivered 40 units under this program. Based on studies made by and on behalf

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of the Company, including current customer delivery schedules, management believes that this 300 unit program estimate is representative of the market for this aircraft, including deliveries to date, with production and deliveries continuing at a normal rate through at least 2013. The Global MOA also revised certain terms under the Company's Airbus A330/340 contract and Airbus A319/320 contract with AUKL, including extending the Airbus A330/340 contract from 800 to 910 units, and increasing the base price per unit on the Airbus A319/320 program.

The Company is using a program size of 648 aircraft in accounting for its subcontract work under the A330/340 program related to its contract with another division of Airbus. As of December 27, 2002, the Company has firm purchase orders covering 380 sets of wing components and has delivered 337 units under this program. The total contract, including option years, is for 800 aircraft. Based on studies made by and on behalf of the Company, including current customer delivery schedules, management believes that this 648 unit program estimate is representative of the market for this aircraft, including deliveries to date, with production and deliveries continuing at a normal rate through at least 2007.

The Company is using a program size of 236 aircraft in accounting for its subcontract work under the Gulfstream IV program. As of December 27, 2002, the Company has delivered 205 units under this program. The current contract extends through the year 2003. Based on studies made by and on behalf of the Company, including current customer delivery schedules, management believes that this 236 unit program estimate is representative of the market for this aircraft, including deliveries to date, with production and deliveries continuing at a normal rate through at least 2003. During 2002, the Company entered into a new contract with Gulfstream, with financial terms reasonably consistent with those of the predecessor contract, that contemplates shipments through 2013.

Specific to certain Nashville division programs, the projected profit recognition of programs in accordance with program accounting is based upon management estimates. These estimates are based upon management studies and historical trends. Included in these estimates are specific assumptions made for each program including planned future efficiencies in direct labor hours, projected contingency costs, projected direct labor rate escalations, and projected overhead rate escalations. It is possible that actual results could differ from those assumptions and changes to the assumptions could occur in the future. Based on historical data and studies by the Company, management believes these assumptions are a reasonable estimate of the programs' activity through completion.

The Company receives progress payments on its fixed price government contracts and certain commercial contracts. The title to all inventory on which the Company receives these payments is vested in the customer to the extent of the progress payment balance.

The aggregate amount of general and administrative costs, excluding selling costs, during fiscal 2002, 2001, and 2000 was $24,107, $24,931, and $29,142, respectively. The amount of general and administrative costs remaining in inventories at December 27, 2002 and December 28, 2001 is $404 and $475, respectively, and is associated with U.S. Government contracts.

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4. PROPERTY, PLANT, AND EQUIPMENT

Property, plant, and equipment is comprised of the following:

	December 27, 2002			December 28, 2001
Land and improvements	$	5,401		$	5,170
Buildings and improvements		58,217			57,936
Machinery and equipment		126,843			126,957
Computer and office equipment		16,945			17,542
Construction in progress		2,224			2,278

Total property, plant and equipment		209,630			209,883
Less accumulated depreciation		(122,320	)		(107,662	)

Property, plant and equipment, net	$	87,310		$	102,221

Depreciation expense on property, plant and equipment during fiscal 2002, 2001, and 2000 totaled $20,714, $21,970, and $22,988, respectively.

5. INTANGIBLE ASSETS

Intangible assets consist of the following:

			December 27, 2002				December 28, 2001				July 1, 2003
			Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
											(unaudited)		(unaudited)
Amortizable intangible assets:
	Debt issue costs		$	3,200	$	96	$	6,719	$	4,850	$	3,233	$	329
	Software licenses			1,631		1,478		1,631		1,159		1,533		1,503

				4,831		1,574		8,350		6,009		4,766		1,832
Other intangible assets:
	Unrecognized prior service cost			5,201		—		—		—		5,201		—

		Total	$	10,032	$	1,574	$	8,350	$	6,009	$	9,967	$	1,832

Non-amortizable intangible assets:
	Goodwill (non-amortizable subsequent to December 28, 2001)		$	12,435	$	3,553	$	12,435	$	3,553	$	12,435	$	3,552

Amortization expense on intangible assets during 2002, 2001, 2000, and the six months ended July 1, 2003 and June 28, 2002 totaled $319, $1,706, $1,399, $356 (unaudited) and $163 (unaudited), respectively. The Company also recognized the amortization of debt issuance costs in the amounts of $811, $1,287, $1,347, $199 (unaudited) and $429 (unaudited) during fiscal years 2002, 2001, 2000, and the six months ended July 1, 2003 and June 28, 2002, respectively, which amounts are classified as interest expense in the consolidated statements of operations and comprehensive income. In connection with the November 12, 2002 debt refinancing discussed in Note 9, the Company wrote off debt issuance costs with an original cost of $6,719, less accumulated amortization of $5,565, resulting in a write off of $1,154 of unamortized debt issuance costs, which is recorded as other non-operating expense in the accompanying consolidated statements of operations and comprehensive income. Also in connection with this debt refinancing, the Company paid $3,200 in debt issuance costs during 2002 and recognized a debt discount in the amount of $1,950. Both of these amounts are being amortized on the effective

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interest rate method over the life of the related debt. During the six months ended July 1, 2003, the Company incurred $33 (unaudited) in additional legal and other expenses related to its November 2002 debt refinancing. Also during the six months ended July 1, 2003, the Company wrote-off $98 (unaudited) in fully depreciated software licenses.

The estimated aggregate amortization expense for each of the succeeding five years is as follows:

2003	$	799
2004	$	647
2005	$	647
2006	$	647
2007	$	647

As discussed in Note 1, the Company initially adopted the provisions of SFAS No. 142 effective December 29, 2001. The net income (loss) of the Company if SFAS No. 142 had been effective for fiscal years 2001 and 2000 is presented below:

	2001		2000
Reported net income (loss)	$	19,545	$	(2,217	)
Add back: goodwill amortization, net of income tax benefit of $346 for each year		542		542

Adjusted net income (loss)	$	20,087	$	(1,675	)

6. ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consist of the following:

	December 27, 2002		December 28, 2001
Salaries, wages, and related costs	$	7,040	$	7,848
Self-insured reserves		8,150		8,300
Warranty liability		4,900		5,979
Other		4,244		5,441

Total accrued expenses and other liabilities	$	24,334	$	27,568

It is generally the policy of the Nashville division to act as a self-insurer for certain insurable risks consisting primarily of employee health insurance programs and workers' compensation. The accrual for losses includes known claims and an accrual for incurred but not reported claims.

The Nashville division also maintains a workers' compensation program in which the Company has a self-insured retention of $500 per occurrence. Claims in excess of this amount are covered by purchased insurance. Expenses incurred on this plan were $3,525, $4,219, and $5,947 for fiscal 2002, 2001, and 2000, respectively.

Health and workers' compensation insurance reserves are developed based on prior experience and actuarial assumptions to predict future experience. These reserves are estimates and actual experience may differ from these estimates.

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The activity within the liability for warranty in fiscal year 2002 and the six months ended July 1, 2003 is as follows:

Balance, December 28, 2001	$	5,979
Accruals for product warranties issued during the year		2,390
Accrual adjustments for pre-existing warranties		(2,544	)
Settlements made during the year		(925	)

Balance, December 27, 2002		4,900
Accruals for product warranties issued during the period (unaudited)		243
Accrual adjustments for pre-existing warranties (unaudited)		(2,996	)
Settlements made during the period (unaudited)		(620	)

Balance, July 1, 2003 (unaudited)	$	1,527

7. DERIVATIVE INSTRUMENTS

During 2001, the Company adopted SFAS No. 133, (subsequently amended by SFAS Nos. 137 and 138)Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133, as amended, establishes accounting and reporting standards for derivative instruments. Specifically, SFAS No. 133 requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and to measure those instruments at fair value.

In the normal course of business, the Company is exposed to the effect of interest rate changes. The Company limits these risks by following established risk management policies and procedures, including the use of derivatives. For interest rate exposures, derivatives are used primarily to align rate movements between interest rates associated with the Company's service revenue and other financial assets with interest rates on related debt, and manage the cost of borrowing obligations. The Company does not use derivatives for trading or speculative purposes.

On January 12, 2001, the Company entered into an interest rate swap agreement (the Swap Agreement) to reduce the impact of changes in interest rates on a portion of its floating rate debt. The Swap Agreement originally expired on December 31, 2002. The Swap Agreement effectively fixed LIBOR at 6.83% per annum for the notional principal amount of $70,000 at December 28, 2001. The notional amount of an interest rate swap agreement is used to measure interest to be paid or received and does not represent the amount of exposure to credit loss. The differential paid or received under the interest rate swap agreement, computed as the difference between the floating rate (LIBOR) and the fixed rate, is recognized as an adjustment to interest expense. The Company incurred interest expense of $2,802 and $1,652 related to the Swap Agreement during fiscal 2002 and 2001, respectively, and realized a gain of $20 related to the Swap Agreement during fiscal 2000.

On December 28, 2001, the derivative instruments were reported at their fair value in the amount of a liability of $3,389. The offsetting adjustment is presented as a Loss on Derivative Financial Instruments in the accompanying consolidated statement of operations for the year ended December 28, 2001. As of December 30, 2000, the adoption of the new standard resulted in derivative instruments reported on the consolidated balance sheet as liabilities of $1,574 and a decrease to accumulated deficit of $976. The Company has elected to not adhere to the documentation and ineffectiveness measurement provisions of SFAS No. 133, which are a prerequisite to recognizing the change in fair value of the derivative instruments in other comprehensive income, a component of stockholders' equity. Accordingly, changes in the fair value of the Company's derivative financial instrument are reflected in net income. In connection with the debt refinancing discussed in Note 9, on

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November 12, 2002 the Company terminated its Swap Agreement and paid $723 in settlement of this Swap Agreement. The activity on the Swap Agreement during fiscal year 2002 resulted in a gain on derivative financial instruments in the amount of $3,389 during fiscal year 2002.

Subsequent to December 27, 2002, the Company entered into two additional variable to fixed rate interest rate swaps. These swap agreements effectively fix LIBOR at 2.26% and 2.283% per annum related to the notional principal amounts of $30,000 and $35,000, respectively. During the six months ended July 1, 2003, the Company realized a loss on derivative financial instruments in the amount of $1,025 (unaudited).

8. ANTICIPATED LOSSES ON CONTRACTS

The balances in the forward loss provision at December 27, 2002 and December 28, 2001 are $0 and $1,500, respectively. The December 28, 2001 forward loss provision is comprised of loss accruals at the Brea division and relates to estimated losses on three of the twelve contracts managed at the Brea division. During 2002, the Brea division terminated one of its loss contracts and experienced favorable performance related to the other two previously recognized loss contracts, resulting in the elimination of the forward loss provision as of December 27, 2002. Anticipated losses on contracts are based upon significant management estimates. These estimates are based upon management studies and historical trends. Included in these estimates are specific assumptions made for each program, including planned future efficiencies in direct labor hours, projected contingency costs, projected direct labor rate escalations, and projected overhead rate escalations. It is possible that actual results could differ from those assumptions and changes to the assumptions could occur in the near term, which could result in the realization of additional losses. Based on historical data and studies by the Company, management believes these assumptions are a reasonable estimate of the losses to be incurred on the respective loss contract activity through completion.

During 2003, the Company and Embraer Empresa Brasilieria de Aeronautica S.A. ("Embraer") began negotiating a contract to manufacture certain aircraft components. Although the Company and Embraer have not completed negotiation of a program level agreement, the Company is producing for Embraer under instructions to proceed and purchase orders in anticipation of reaching mutually acceptable terms and conditions. During the six months ended July 1, 2003, the Company performed at a loss related to the Embraer work and estimates a forward loss provision at July 1, 2003 in the amount of approximately $3,100 (unaudited), which is based on purchase orders executed through July 1, 2003. This forward loss provision is included in accrued expenses at July 1, 2003.

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9. NOTES PAYABLE AND FINANCING AGREEMENTS

The Company's outstanding notes payable and financing agreements consist of the following:

		December 27, 2002			December 28, 2001
Term loan facility:
	Term loan A	$	—		$	15,203
	Term loan B		130,000			53,122
	Term loan C		—			29,473

Total term loan facility			130,000			97,798
Less: discount on term loan			(1,950	)		—

			128,050			97,798
Revolving credit facility			9,000			15,000
Seller subordinated notes			—			44,635
Seller subordinated notes			—			4,312

Total notes payable and financing agreements		$	137,050		$	161,745

Term Loan and Revolving Credit Facility—Effective November 12, 2002, the Company refinanced its then existing credit facility by entering into a credit facility with a consortium of banks which provides for (i) a term loan with an original principal amount of $130,000 and (ii) a revolving credit facility of up to $35,000 with a five year term expiring in 2007 to be used for working capital and general corporate purposes. Prior to this refinancing, the Company had a credit facility with a consortium of banks which provided for (i) three term loans with an original principal amount of $225,000 and (ii) a revolving credit facility of up to $50,000 with a five year term expiring in 2003 to be used for working capital purposes. The term loan facility matures in December of 2008 at which time all principal and accrued interest are due and payable.

The rates of interest under the successor term loan and revolving credit facilities are variable, depending upon the level of interest rates and the timing and nature of elections which the Company is entitled to make with respect to renewals and outstanding debt or increments of additional debt, and the status of a financial ratio based on current debt outstanding. The Company is currently paying interest monthly on the term loan at a Base Rate, which is LIBOR plus 4.25%. The Company pays interest quarterly on outstanding loans under the current revolving credit facility at the Base Rate plus a margin that fluctuates with a financial ratio based on current debt outstanding. At December 27, 2002, the Company was paying interest at 5.64% on the term loan facility and 7.00% on the revolving credit facility.

The rates of interest applicable under the predecessor term loan and revolving credit facilities were variable, depending upon the general level of interest rates and the timing and nature of elections which the Company was entitled to make with respect to renewals of outstanding debt or increments of additional debt. As of December 28, 2001, the Company was paying interest monthly on the three term loans at LIBOR plus 1.50%, 2.25% and 3.75%, respectively. As of December 28, 2001, the Company was paying interest quarterly on outstanding loans under the revolving credit facility at LIBOR plus 1.50%. At December 27, 2002 and December 28, 2001, LIBOR was 1.38% and 2.09%, respectively.

A portion of the revolving credit facilities is available for the issuance of stand-by and trade letters of credit to support obligations of the Company. At December 27, 2002 and December 28, 2001, the Company had utilized $6,600 and $6,903, respectively, for outstanding irrevocable letters of credit. These letters of credit, which have terms of one year, collateralize certain obligations of the Company to third parties. The Company pays a commitment fee of .50% per annum on the unutilized portion of

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the revolving credit facilities. The Company paid commitment fees of $121, $166, and $119 during fiscal 2002, 2001, and 2000, respectively.

The above loans are collateralized by substantially all of the assets of the Company and have various covenants which limit the Company's ability to incur, or prohibit the Company from incurring, additional indebtedness, disposing of assets, merging with other entities, declaring dividends, or making capital expenditures in excess of certain amounts in any fiscal year. Additionally, the Company is required to maintain various financial ratios, including a fixed charge ratio, a leverage ratio, and an interest coverage ratio.

In accordance with the terms of the term loan facility, the aggregate annual principal payments are as follows:

	Term Loan B
2003	$	5,000
2004		8,000
2005		10,000
2006		12,000
2007		16,000
2008		79,000

	$	130,000

Seller Subordinated Notes—In connection with the acquisition of the Company and its formation (see Note 1), the Company issued a $25,900 seller subordinated note to the Nashville division's previous owner (Textron). The seller subordinated note accrues interest at 11.5%. Interest was paid annually through the issuance of additional notes on the anniversary date of the original borrowing. During 2000, these notes were purchased by The Carlyle Group (see Note 13). During fiscal 2002, 2001, and 2000, interest notes in the amounts of $4,583, $4,604, and $4,129, respectively, were issued. The entire principal amount, including the additional interest note, is due and payable in 2005, or 180 days after full settlement of any term loan facility, whichever is earlier.

During fiscal 1998, the Company and Textron settled a claim related to an alleged violation of certain federal procurement regulations in connection with a former U.S. Government contract. In connection with this claim, the Company issued a $3,106 note to Textron, which accrues interest at 8.5%. Interest was paid annually through the issuance of additional notes on the anniversary date of the original borrowing. During fiscal 2002, 2001, and 2000, interest notes in the amount of $300, $311, and $288, respectively, were issued. The entire principal amount, including additional interest notes, was due and payable on December 9, 2002. If this entire amount was not paid on December 9, 2002, the interest rate would have been changed retroactively to 11.5% and the maturity date would be extended to March 6, 2005. During 2001, the Company anticipated the retroactive application of 11.5% on this note at maturity and recorded the cumulative impact of $344. As discussed below, this note was repaid during fiscal year 2002 prior to its scheduled maturity date and, accordingly, the Company reduced debt and interest expense in fiscal year 2002 by $344.

In connection with the November 12, 2002 debt refinancing discussed above, the Company repaid these seller subordinated notes in the aggregate principal amount of $55,186, which includes accumulated interest through the date of the repayment.

Capital Lease Obligations—The Company has various capital leases with market rates of interest at its Nashville, Brea and Everett divisions in the aggregate principal amounts of $2,280 and $2,572 at

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December 27, 2002 and December 28, 2001, respectively. The aggregate principal payments on capital lease obligations as of December 27, 2002 are as follows:

2003	$	587
2004		623
2005		459
2006		301
2007		310

	$	2,280

10. CAPITAL STRUCTURE

The Company has 100,000 shares of Series A Cumulative preferred stock authorized and 24,950 shares issued to its primary common stockholder, The Carlyle Group, and certain members of management at a price of $1,000 per share. The Series A Cumulative preferred stock accrues an annual dividend of 11.5%, which is paid upon declaration by the Company's Board of Directors. The preferred stock has no stated maturity, sinking fund, or mandatory redemption and is not convertible into any other securities of the Company. The preferred stock has a liquidation preference of $1,000 per share plus all accrued dividends. As of December 27, 2002 and December 28, 2001, the Company has $11,894 and $9,024, respectively, of cumulative preferred dividends in arrears, which represent $477 and $362, respectively, of cumulative dividends in arrears on a per share basis. Declaration and payment of the cumulative, preferred dividends is subordinate to the indebtedness of the Company.

The Company has a stock option plan designed to attract, motivate, and retain key personnel. In accordance with the provisions of the plan, a maximum aggregate of 340,000 shares of common stock has been reserved for grant to certain employees of the Company. Options are granted at the currently estimated fair market value of the underlying stock on the date of the option grant. One-half of the granted options vest ratably over a five-year period from the date of grant and the other half vest contingent on the attainment of certain financial performance provisions. All options were vested as of December 27, 2002.

Transactions under the plan are summarized as follows:

		Shares Under Option		Price Exercise
Outstanding at December 31, 1999		271,990		$20.92 - $39.60
	Terminated	(62,211	)	$20.92 - $39.60
	Exercised	(3,585	)	$20.92
Outstanding at December 29, 2000		206,194		$20.92 - $39.60
	Terminated	(8,381	)	$20.92
Outstanding at December 28, 2001		197,813		$20.92 - $39.60
	Terminated	(9,440	)	$20.92
Outstanding at December 27, 2002		188,373		$20.92 - $39.60

The Company applies the principles of Accounting Principles Board Opinion No. 25 (APB No. 25),Accounting for Stock Issued to Employees, in accounting for its stock option plan. Accordingly, no compensation cost has been recognized related to stock options.

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The pro forma amounts reflected in Note 1 are not necessarily representative of the effects in future years because, in general, the options granted typically do not vest for several years and additional awards could be made each year.

The Company elected to use the Black-Scholes pricing model to calculate the fair values of the options awarded, which are included in the pro forma results above. The following assumptions were used to derive the fair values: a 4 - 5 year option term; an annualized volatility rate of 0%; an interest rate of 5.6%—6.11%; and a dividend yield of 0%.

11. INCOME TAXES

The provision (benefit) for income taxes is as follows:

		December 27, 2002		December 28, 2001			December 29, 2000
Deferred:
	Federal	$	5,175	$	(18,401	)	$	(128	)
	State		632		127			(32	)

			5,807		(18,274	)		(160	)

Current:
	State		143		—			—

	Total	$	5,950	$	(18,274	)	$	(160	)

A reconciliation between income taxes computed at the federal statutory rate and the consolidated effective tax rate is as follows for the year ended:

	December 27, 2002		December 28, 2001			December 29, 2000
Computed tax provision (benefit) at federal statutory rate	$	5,158	$	786		$	(832	)
Nondeductible meals and entertainment and dues		47		56			43
Deferred state income taxes, net of federal income tax benefit		587		91			(93	)
State income tax rate change		1		104			622
Change in valuation allowance		—		(19,315	)		—
Other		157		4			100

Provision (benefit) for income taxes	$	5,950	$	(18,274	)	$	(160	)

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Deferred tax assets and liabilities are comprised of the following:

	December 27, 2002			December 28, 2001
Prepaid pension costs	$	—		$	14,224
Property, plant and equipment		3,256			4,571
Intangible asset—unrecognized prior service cost		1,974			—
Intangible assets—tax		678			—
Inventory		3,385			3,992

Deferred tax liability	$	9,293		$	22,787

Federal and state operating loss carryforwards	$	46,327		$	49,693
Nonpension postretirement benefit accrual		31,061			31,533
Accrued pension costs		14,022			—
Forward loss provision		—			582
Other nondeductible accruals		6,915			7,753
Intangible assets—tax		—			148
Other		106			1,512

Gross deferred tax asset		98,431			91,221
Deferred tax asset valuation allowance		(603	)		(603	)

Deferred tax asset, net	$	97,828		$	90,618

In connection with the recognition of a net minimum pension liability related to the Company's two defined benefit plans, the Company eliminated a deferred tax liability related to its prepaid pension asset with a tax effected balance of $14,463 at December 27, 2002 and created a deferred tax asset and a deferred tax liability with tax effected balances of $14,022 and $1,974 related to the recognition of a net minimum pension liability and an unrecognized prior service cost intangible asset, both respectively and both as of December 27, 2002. The net effect of the above adjustments is a decrease to other comprehensive loss in the amount of $26,511.

At December 28, 2001, the Company evaluated the need for its deferred tax asset valuation allowance. This evaluation included an analysis of past operating trends, revisions to existing programs and contracts, increased margins, and decreased selling, general, and administrative costs, which contributed to improved operating results in 2001 and projections of improved future operating results. As a result of this analysis, the Company deemed that the realization of the deferred tax asset was more likely than not and, accordingly, removed the majority of the valuation allowance, resulting in a deferred income tax benefit of $19,315. A valuation allowance has been established due to uncertainty of realizing certain California state net operating loss carryforwards. Realization of the deferred tax assets is dependent upon the generation of future taxable income and future reversals of existing taxable temporary differences. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if actual future taxable income is lower than anticipated.

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The following table shows the expiration dates of federal and state operating loss carryforwards as of December 27, 2002:

		Federal		Tennessee		Georgia		California
2004		$	—	$	—	$	—	$	3,003
2005			—		—		—		3,820
2010			—		—		—		319
2011			—		—		—		465
2012			28,092		7,102		785		—
2013			—		31,895		—		—
2014			—		33,681		—		—
2016			—		6,616		—		—
2018			44,471		—		5,167		—
2019			50,608		—		5,481		—
2020			1,136		—		123		—
2021			8,367		—		905		—

	Total	$	132,674	$	79,294	$	12,461	$	7,607

12. EMPLOYEE BENEFIT PLANS

Pension Plans—The Company maintains funded, noncontributory, trusteed defined benefit pension plans covering the majority of the employees of the Nashville division. Separate plans are maintained for its salaried and collectively bargained hourly employees. Benefits for salaried employees are based on salary and years of service, while benefits for hourly employees are based on a fixed benefit rate and years of service. The funding policy is consistent with the funding requirements of federal law and regulations concerning pensions. No contributions were required in 2002 or 2001. Plan assets consist primarily of stocks, bonds, and cash equivalents.

The Company's net pension activity consists of the following:

	December 27, 2002			December 28, 2001			December 29, 2000
Service cost	$	3,773		$	3,982		$	4,641
Interest cost		16,589			16,585			16,360
Expected return on plan assets		(21,907	)		(24,344	)		(29,556	)
Amortization and deferral		917			809			813
Curtailment		—			(3,500	)		—
Special termination benefits		—			—			1,399
Transfer to nonpension post retirement plan		—			—			2,151

Net pension income	$	(628	)	$	(6,468	)	$	(4,192	)

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The following table sets forth the status of the Company's pension plans.

	December 27, 2002			December 28, 2001
Accumulated benefit obligation	$	(245,476	)	$	(233,642	)

Projected benefit obligation	$	(253,676	)	$	(240,952	)
Estimated market value of assets		208,537			251,605

Excess (deficit) plan assets over projected benefit obligation		(45,139	)		10,653
Unrecognized prior service cost		5,201			6,012
Unrecognized net loss		78,040			20,807

Net amount recognized	$	38,102		$	37,472

Amounts recognized in the consolidated balance sheet:
(Accrued) prepaid pension costs	$	(36,939	)	$	37,472
Intangible asset		5,201			—
Other comprehensive loss related to minimum pension liability		69,840			—

	$	38,102		$	37,472

Actuarial assumptions:

Measurement date	December 27, 2002	December 28, 2001	December 29, 2000
Discount rate	6.75%	7.25%	7.50%
Average hourly salary increase	4.00%	4.00%	5.00%
Expected return on assets	9.00%	9.00%	9.00%

At December 27, 2002, the Company recorded a net minimum pension liability adjustment of $43,329, net of tax, related to its defined benefit pension plans. This adjustment is required if the accumulated benefit obligation of the plans exceeds the fair value of plan assets and the plans' accrued pension liabilities.

Curtailment—Beginning in 1999, the Company began to implement a plan which involves a series of workforce reductions designed to improve the profitability of the Company. In accordance with this plan, the workforce reductions continued throughout 2000 and into 2001. Due to the nature and extent of these workforce reductions, the Company experienced a curtailment in the salaried defined benefit pension plan. The effect of the curtailment was a $3,500 decrease in the projected benefit obligation and a corresponding increase to pension income during 2001.

The Company also provides, through a non-qualified plan, supplemental pension payments in excess of qualified plan limits. This actuarially unfunded plan covers a group of former Aerostructures employees receiving benefits as a result of a prior early retirement incentive program. The total accumulated liability under this plan at December 27, 2002 and December 28, 2001 is $181 and $392, respectively. For measurement purposes, a discount rate of 6.75% and an average age of 65 were used.

The Company also maintains a non-qualified salary deferral compensation plan under which certain employees of the Company can defer a portion of their salaries into an account which earns interest at the prime rate plus one percent. At December 28, 2001, total assets related to this plan were $179 and the total accumulated liability under this plan was $281. During fiscal year 2002, this plan was liquidated and terminated.

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Nonpension Postretirement Benefits—The Company sponsors plans that provide postretirement health care and life insurance benefits ("postretirement benefits") to eligible retirees. Net postretirement benefit expense consists of the following components:

	December 27, 2002		December 28, 2001		December 29, 2000
Service cost	$	643	$	967	$	1,005
Interest cost		7,043		7,081		7,028
Amortization and deferral		707		453		257

Net postretirement benefits cost	$	8,393	$	8,501	$	8,290

The Company's postretirement benefit plans other than pensions are not funded. The following table sets forth the status of these plans.

	December 27, 2002			December 28, 2001
Accumulated postretirement benefit obligation	$	103,058		$	99,007
Unrecognized net loss		(21,232	)		(15,940	)

Postretirement benefit liability recognized on the consolidated balance sheets	$	81,826		$	83,067

Actuarial assumptions:

Measurement date		December 27, 2002	December 28, 2001	December 29, 2000
Discount rate		6.75%	7.25%	7.50%
Healthcare inflation:
	Ultimate rate	5.00%	5.00%	5.00%
	Year of ultimate rate	2016	2016	2016

During fiscal year 2002, 2001, and 2000 the Company made benefit payments under this plan in the amounts of $9,634, $9,739, and $8,849, respectively. A one percentage point increase in the healthcare inflation rates would have increased the accumulated postretirement benefit obligation as of December 27, 2002 by approximately 7.5% and increased the aggregate of the service and interest cost components of postretirement benefit costs in 2002 by approximately 7%. A one percentage point decrease in the healthcare inflation rate would have decreased the accumulated postretirement benefit obligation as of December 27, 2002 by approximately 7% and decreased the aggregate of the service and interest cost components of postretirement benefit costs in 2001 by approximately 6.5%.

Defined Contribution Plan—The Company maintains a 401(k) savings plan for salaried employees. In 2002, 2001, and 2000, the Company contributed $723, $972, and $1,157, respectively, to this plan. Company contributions vest at 25% per year beginning at the end of the second year of service with the participant becoming fully vested after the fifth year of service. Employee contributions to the plan are based on a percentage or fixed amount of the participant's compensation. Employees are 100% vested in their contributions.

13. RELATED PARTY TRANSACTIONS

The outstanding common stock of the Company is controlled primarily by members of Carlyle. Carlyle owns a one-third interest in the Carlyle Management Group ("CMG"). Certain board members and officers of the Company also have ownership interests in CMG. During 2002, 2001, and 2000, the

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Company paid CMG $6,000, $5,994, and $7,400, related to services provided by CMG, including direct management assistance with respect to operations, strategic planning, and other aspects of the business of the Company.

In 1999, certain individuals not affiliated with Carlyle were appointed by the Board of Directors to serve as the executive management of the Company. In 2001, these individuals joined Carlyle to launch the CMG fund, while they continued to serve in senior management positions at the Company. On December 18, 2001, Carlyle and CMG entered into an agreement under which Carlyle agreed to pay, or cause the Company to pay, CMG a management fee of $250 per month for a 33-month period ending September 30, 2004. Upon the occurrence of a liquidity event, as described in the agreement, all such management fees through September 30, 2004 are due and payable to CMG. The transaction with Vought described in Note 18 qualifies as a liquidity event under the terms of the agreement. In addition, CMG is entitled to receive an overhead allocation and other expense reimbursement from the Company, estimated to be $250 per month, for so long as CMG provides management services to the Company. In addition, CMG at its sole discretion can extend the term of the agreement for any period up to two additional years. This agreement is terminated upon the acquisition of the Company, as discussed in Note 18. Also, see Note 14.

During 2002, the Company repaid two seller subordinated notes owned by The Carlyle Group in the aggregate principal amount of $55,186, which includes accumulated interest through the date of the repayment.

14. COMMITMENTS AND CONTINGENCIES

Leases—The Company leases certain property and equipment under various operating and capital lease arrangements that expire on various dates through 2007. Management expects that in the normal course of business, leases will be renewed or replaced by other leases. Most of the leases provide that the Company will pay taxes assessed against leased property and the cost of insurance and maintenance. Rental expense for all operating leases is $4,531, $6,113, and $5,013 for the years ended December 27, 2002, December 28, 2001, and December 29, 2000, respectively. Included in property, plant, and equipment are the following capitalized leases:

	December 27, 2002			December 28, 2001
Machinery and equipment	$	2,824		$	2,824
Computer and office equipment		216			1,467

		3,040			4,291
Less accumulated amortization		(427	)		(1,578	)

	$	2,613		$	2,713

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Future minimum rental payments under capital lease obligations and operating leases that have initial or remaining noncancelable lease terms in excess of one year at December 27, 2002, are as follows:

	Leases Capital			Leases Operating
2003	$	745		$	4,197
2004		638			3,901
2005		526			3,670
2006		438			1,582
2007		320			329

Total minimum lease payments		2,667		$	13,679

Less amount representing interest		(387	)

Present value of net minimum lease payments	$	2,280

Total minimum lease payments under operating leases above have not been reduced by minimum sublease rentals of approximately $314 on leases due in the future under noncancelable subleases.

U.S. Government Contracts The Company, as a U.S. Government contractor, is subject to audits, reviews, and investigations by the U.S. Government related to the Company's negotiation and performance of government contracts and its accounting for such contracts. Violations of U.S. Government procurement regulations can result in fines and suspension or debarment from U.S. Government contracting for a period of time. The Company believes, based on all available information, that the outcome of the U.S. Government's audits, reviews, and investigations will not have a material adverse effect on the Company's consolidated results of operations, financial position, or cash flows.

Litigation The Company is involved in various legal proceedings arising in the normal course of business. Management does not believe the ultimate outcome of such litigation will have a material adverse effect on the Company's consolidated results of operations, financial position, or cash flows.

Contingency—In 1999, certain individuals not affiliated with Carlyle were appointed by the Board of Directors to serve as the executive management of the Company. In 2001, these individuals joined Carlyle to launch the CMG fund, while they continued to serve in senior management positions at the Company. On December 18, 2001, Carlyle, in its capacity as general partner of the fund partnerships that collectively own substantially all of the shares of the Company, entered into an agreement to pay, or cause the Company to pay, CMG a fee equal to 13.33% of the first $200,000 of shareholder value created at the Company under CMG management (the "CMG Fee"), such a fee to be paid to CMG upon the occurrence of certain events, primarily the liquidation of the Company in connection with a sale, initial public offering, or a related transaction. CMG must approve such an event occurring before October 1, 2004, unless the shareholder value, as defined in the agreement, exceeds $200,000 or Carlyle agrees to pay the CMG Fee calculated as if the shareholder value created at the Company equals $200,000. If none of these events occur before October 1, 2004, CMG is to be paid an amount that will be negotiated by Carlyle and CMG acting reasonably and in good faith. CMG may extend the terms of the arrangement for any period up to two additional years, subsequent to October 1, 2004. Carlyle may assign any such fee under this agreement to the Company. The CMG fee is strictly for the benefit of certain principals of CMG who assumed responsibility for the operations and management of Aerostructures in 1999. The transaction with Vought described in Note 18 qualifies as a liquidity event under the terms of the agreement.

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15. FINANCIAL INSTRUMENTS

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair values because of the immediate or short-term maturity of these financial instruments. The carrying amount reported in the consolidated balance sheets for notes payable approximates fair value because the stated interest rates on the indebtedness are tied to variable market lending rates.

16. CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of risk consist principally of periodic temporary investments of excess cash and trade receivables. The Company invests its excess cash in deposits with major banks with strong credit ratings. These investments are typically overnight repurchase agreements and, therefore, bear minimal risk. The Company has not experienced any losses on these investments.

The Company's customer base consists of significant aerospace manufacturers primarily in North America and Western Europe. Five customers (British Aerospace, Boeing, Bell Helicopter, Daimler-Chrysler, and Gulfstream Aerospace Corp, A General Dynamics Company), in the aggregate, accounted for approximately 85%, 91%, and 92% of consolidated gross sales during fiscal 2002, 2001, and 2000, respectively. The Company does not generally require collateral and the majority of its trade receivables are not collateralized. Although the Company is directly affected by the financial well-being of the aerospace industry, management does not believe significant credit risk exists at December 27, 2002.

The Company relies on several key vendors to supply its primary raw material needs. Although there are a limited number of manufacturers in each market capable of supplying these needs, the Company believes that other suppliers could provide for the Company's needs on comparable terms. Abrupt changes in the supply flow could, however, cause a delay in manufacturing and a possible inability to meet sales commitments on schedule, or possible loss of sales, which would affect operating results adversely.

A significant portion of the hourly workforce is subject to a collective bargaining agreement. The current collective bargaining agreement expires in 2003.

17. RESEARCH AND DEVELOPMENT

The Company performs research and development under Company-initiated programs and contracts with others, primarily the U.S. Government. Company-initiated programs include independent research and development related to U.S. Government products and services. A portion of the cost incurred for independent research and development is recoverable from the U.S. Government through overhead cost allowances. The Company incurred $0, $122, and $684 related to independent research and development during fiscal 2002, 2001, and 2000, respectively.

18. SUBSEQUENT EVENT

On May 12, 2003, Vought Aircraft Industries, Inc. (Vought), another Carlyle-owned entity, entered into a definitive agreement to acquire the Company. This contemplated acquisition will be effected through the issuance of $270 million of privately placed senior notes. Subsequent to the acquisition, the Company will be a wholly owned subsidiary of Vought.

In anticipation of the transaction with Vought, the Company has entered into formal agreements with management under which an aggregate payment of approximately $14,500 will be paid to these individuals upon consummation of the transaction, which occurred on July 2, 2003. The agreements supersede all previous compensation agreements, including the stock option plan.

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Vought Aircraft Industries, Inc.

OFFER TO EXCHANGE

$270,000,000 principal amount of their 8% Series B Senior Notes due 2011,
which have been registered under the Securities Act,
for any and all of their outstanding 8% Series A Senior Notes due 2011

PROSPECTUS

, 2004

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Article Seventh of the Certificate of Incorporation of Vought Aircraft Industries, Inc. ("Vought") eliminates the liability of directors to Vought or its stockholders, except for liabilities related to breach of duty of loyalty, actions or omissions not in good faith and certain other liabilities.

Article Sixth of the Certificate of Incorporation of VAC Industries, Inc. ("VAC") eliminates the liability of directors to VAC or its stockholders, except for liabilities related to breach of duty of loyalty, actions or omissions not in good faith and certain other liabilities.

Article 7 of the Certificate of Incorporation of Vought Commercial Aircraft Company ("VCAC") eliminates the liability of directors to VCAC or its stockholders, except for liabilities related to breach of duty of loyalty, actions or omissions not in good faith and certain other liabilities.

Article Sixth of the Certificate of Incorporation of Contour Aerospace Corporation ("Contour") eliminates the liability of directors to Contour or its stockholders, except for liabilities related to breach of duty of loyalty, actions or omissions not in good faith and certain other liabilities.

Section 102(b)(7) of the General Corporation Law of the State of Delaware (the "DGCL"), provides that a corporation may eliminate or limit the personal liability of a director (or certain persons who, pursuant to the provisions of the certificate of incorporation, exercise or perform duties conferred or imposed upon directors by the DGCL) to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director:

•: for any breach of the director's duty of loyalty to the corporation or its stockholders;
•: for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
•: under Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions); or
•: for any transaction from which the director derived an improper personal benefit.

The bylaws of each of Vought, VAC, VCAC and Contour provide for the indemnification of its directors, officers, employees and agents to the fullest extent permitted by the DGCL. Section 145 of the DGCL provides, in substance, that a Delaware corporation has the power, under specified circumstances, to indemnify their directors, officers, employees and agents in connection with actions, suits or proceedings brought against them by a third party or in the right of the corporation, by reason of the fact that they were or are such directors, officers, employees or agents, against expenses incurred in any such action, suit or proceeding. The DGCL also provides that Delaware corporations may purchase insurance on behalf of any such director, officer, employee or agent. Vought has purchased and maintains insurance on behalf of its directors and officers and the directors and officers of VAC, VCAC and Contour.

II-1

Item 21. Exhibits and Financial Data Schedules.

(A): Exhibits

The following is a list of all the exhibits filed as part of the Registration Statement.

Exhibit No.		Description of Exhibit
2.1	*	Asset Purchase Agreement, dated as of June 9, 2000, by and between Northrup Grumman Corporation and Vought Aircraft Industries, Inc. (fka "VAC Acquisition Corp. II"). The Registrants agree to furnish supplementally a copy of the schedules and exhibits omitted from this Exhibit 2.1 to the Commission upon request.
2.2	*	Agreement and Plan of Merger, dated as of May 12, 2003, by and among Vought Aircraft Industries Inc., TA Acquisition Holdings, Inc. and The Aerostructures Corporation. The Registrants agree to furnish supplementally a copy of the schedules and exhibits omitted from this Exhibit 2.2 to the Commission upon request.
2.3	*	Contribution Agreement, dated as of January 1, 2004, between The Aerostructures Corporation and Contour Aerospace Corporation.
2.4	*	Certificate of Ownership and Merger, dated as of January 1, 2004, merging The Aerostructures Corporation with and into Vought Aircraft Industries, Inc.
3.1	*	Certificate of Incorporation of Vought Aircraft Industries, Inc. (fka "VAC Acquisition Corp. II"), dated May 26, 2000.
3.2	*	Certificate of Amendment to the Certificate of Incorporation of Vought Aircraft Industries, Inc. (fka "VAC Acquisition Corp. II"), dated June 14, 2000.
3.3	*	Certificate of Ownership and Merger merging VAC Holdings II, Inc. into Vought Aircraft Industries, Inc., dated August 13, 2001.
3.4	*	Certificate of Incorporation of VAC Industries, Inc., dated July 7, 1992.
3.5	*	Certificate of Incorporation of Vought Commercial Aircraft Company (fka "Northrop Grumman Commercial Aircraft Company"), dated February 26, 1996.
3.6	*	Certificate of Amendment to the Certificate of Incorporation of Vought Commercial Aircraft Company (fka "Northrop Grumman Commercial Aircraft Company"), dated January 16, 2001.
3.7	*	Certificate of Incorporation of Contour Aerospace Corporation, dated December 4, 2003.
3.8	*	By-laws of Vought Aircraft Industries, Inc. (fka "Northrop Grumman Commercial Aircraft Company").
3.9	*	By-laws of VAC Industries, Inc.
3.10	*	By-laws of Vought Commercial Aircraft Company.
3.11	*	By-laws of Contour Aerospace Corporation.
4.1	*	Indenture, dated July 2, 2003, among Vought Aircraft Industries, Inc., as issuer, VAC Industries, Inc., Vought Commercial Aircraft Company and The Aerostructures Corporation, as guarantors, and Wells Fargo Bank Minnesota, National Association, as trustee.
4.2	*	Supplemental Indenture, dated December 4, 2003, among Vought Aircraft Industries, Inc., as issuer, VAC Industries, Inc., Vought Commercial Aircraft Company and The Aerostructures Corporation, as guarantors, Contour Aerospace Corporation, as additional guarantor, and Wells Fargo Bank Minnesota, National Association, as trustee.

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4.3	*	Form of Note (included as Exhibit A to Exhibit 4.1).
4.4	*	Form of Notation of Senior Note Relating to Subsidiary Guarantee (included as Exhibit C to Exhibit 4.1).
4.5	*	Registration Rights Agreement, dated July 2, 2003, among Vought Aircraft Industries, Inc., as issuer, VAC Industries, Inc., Vought Commercial Aircraft Company and The Aerostructures Corporation, as guarantors, and Lehman Brothers Inc., Goldman, Sachs & Co. and Credit Suisse First Boston LLC, as initial purchasers, as acceded to by Contour Aerospace Corporation on December 4, 2003.
5.1	*	Opinion of Latham & Watkins LLP, special counsel to Vought Aircraft Industries, Inc.
10.1	*	Credit and Guaranty Agreement dated as of July 24, 2000, as amended by the Sixth Amendment, dated as of July 2, 2003 by and among Vought Aircraft Industries, Inc., as borrower, certain subsidiaries of Vought Aircraft Industries, Inc., as guarantors, certain Financial Institutions, as lenders, Lehman Commercial Paper Inc., in its capacity as administrative agent and in its capacity as collateral agent, Goldman Sachs Credit Partners, L.P., in its capacity as syndication agent and GSCP and Lehman Brothers, Inc., as joint arrangers and joint book managers.
10.2	*	C-17 Program Overriding #28125, dated August 1996, as amended, between The Boeing Company and Vought Aircraft Industries, Inc., as implemented by PO # 2XK013108 dated June 3, 2002.
10.3	*	Sublease Agreement between Vought Aircraft Industries, Inc. and Lockheed Martin Corporation, as amended, dated October 15, 1993, with respect to the property known as 1701 W. Marshall Street, Grand Prairie, TX.
10.4	*	Facilities Use Agreement between Vought Aircraft Industries, Inc. and the United States Government, dated August 23, 2001 (contract # NOO421-01-E-0372) with respect to the property known as 9314 West Jefferson Street, Dallas, TX.
10.5	*	Information Services Agreement between Vought Aircraft Industries, Inc. and Northrop Grumman Commercial Information Services Inc., dated December 17, 2002.
12.1		Statement of Computation of Ratio of Earnings to Fixed Charges.
21.1	*	Subsidiaries of the Registrant.
23.1	*	Consent of Latham & Watkins, special counsel to Vought Aircraft Industries, Inc. (included in Exhibit 5.1).
23.2	*	Consent of Ernst & Young LLP.
23.3		Consent of PricewaterhouseCoopers LLP.
24.1		Power of Attorney (included on signature pages attached hereto).
25.1		Statement of Eligibility of Wells Fargo Bank Minnesota, National Association, as trustee, on Form T-1.
99.1	*	Form of Letter of Transmittal, with respect to the exchange offer.
99.2	*	Form of Notice of Guaranteed Delivery, with respect to the exchange offer.
99.3	*	Form of Letter to DTC Participants Regarding the Exchange Offer.

II-3

99.4	*	Form of Letter to Beneficial Holders Regarding the Exchange Offer.
99.5	*	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, with respect to the exchange offer

*: To be filed by amendment.

Item 22. Undertakings.

Each of the undersigned registrants hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i): to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii): to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii): to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

Each of the undersigned registrants hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

Each of the undersigned registrants hereby undertakes that every prospectus: (1) that is filed pursuant to the immediately preceding paragraph or (2) that purports to meet the requirements of Section 10(a)(3) of the Act, as amended, and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, New York, on February 5, 2004.

		VOUGHT AIRCRAFT INDUSTRIES, INC.
		By:		/s/ TOM RISLEY
		Name: Tom Risley Title: President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tom Risley, Cletus Glasener and Bruce White, jointly and severally, each in his own capacity, his true and lawful attorney-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorney-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.


/s/ TOM RISLEY Tom Risley	President, Chief Executive Officer and Director	February 5, 2004
/s/ CLETUS GLASENER Cletus Glasener	Vice President, Controller and Treasurer (principal financial and accounting officer)	February 5, 2004
/s/ LESLIE ARMITAGE Leslie Armitage	Director	February 5, 2004
/s/ KEN CANNESTRA Ken Cannestra	Director	February 5, 2004
/s/ THOMAS CORCORAN Thomas Corcoran	Director	February 5, 2004
/s/ ALLAN HOLT Allan Holt	Director	February 5, 2004

II-6

/s/ IAN MASSEY Ian Massey	Director	February 5, 2004
/s/ WILLIAM MCMILLAN William McMillan	Director	February 5, 2004
/s/ ADAM PALMER Adam Palmer	Director	February 5, 2004
/s/ DAVID SQUIER David Squier	Director	February 5, 2004
/s/ SAM WHITE Sam White	Director	February 5, 2004
/s/ GORDON WILLIAMS Gordon Williams	Director	February 5, 2004

II-7

SIGNATURES

		VAC INDUSTRIES, INC.
		By:		/s/ TOM RISLEY
		Name: Tom Risley Title: President and Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.


/s/ TOM RISLEY Tom Risley	President and Chief Executive Officer	February 5, 2004
/s/ CLETUS GLASENER Cletus Glasener	Treasurer (principal financial and accounting officer)	February 5, 2004
/s/ LESLIE ARMITAGE Leslie Armitage	Director	February 5, 2004
/s/ ALLAN HOLT Allan Holt	Director	February 5, 2004
/s/ GORDON WILLIAMS Gordon Williams	Director	February 5, 2004

II-8

SIGNATURES

		VOUGHT COMMERCIAL AIRCRAFT COMPANY
		By:		/s/ TOM RISLEY
		Name: Tom Risley Title: President and Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.


/s/ TOM RISLEY Tom Risley	President and Chief Executive Officer	February 5, 2004
/s/ CLETUS GLASENER Cletus Glasener	Treasurer (principal financial and accounting officer)	February 5, 2004
/s/ LESLIE ARMITAGE Leslie Armitage	Director	February 5, 2004
/s/ ALLAN HOLT Allan Holt	Director	February 5, 2004
/s/ GORDON WILLIAMS Gordon Williams	Director	February 5, 2004

II-9

SIGNATURES

		CONTOUR AEROSPACE CORPORATION
		By:		/s/ TOM RISLEY
		Name: Tom Risley Title: President and Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.


/s/ TOM RISLEY Tom Risley	President, Chief Executive Officer and Director	February 5, 2004
/s/ CLETUS GLASENER Cletus Glasener	Treasurer (principal financial and accounting officer)	February 5, 2004
/s/ LESLIE ARMITAGE Leslie Armitage	Director	February 5, 2004
/s/ ALLAN HOLT Allan Holt	Director	February 5, 2004
/s/ GORDON WILLIAMS Gordon Williams	Director	February 5, 2004

II-10

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
2.1	*	Asset Purchase Agreement, dated as of June 9, 2000, by and between Northrup Grumman Corporation and Vought Aircraft Industries, Inc. (fka "VAC Acquisition Corp. II"). The Registrants agree to furnish supplementally a copy of the schedules and exhibits omitted from this Exhibit 2.1 to the Commission upon request.
2.2	*	Agreement and Plan of Merger, dated as of May 12, 2003, by and among Vought Aircraft Industries Inc., TA Acquisition Holdings, Inc. and The Aerostructures Corporation. The Registrants agree to furnish supplementally a copy of the schedules and exhibits omitted from this Exhibit 2.2 to the Commission upon request.
2.3	*	Contribution Agreement, dated as of January 1, 2004, between The Aerostructures Corporation and Contour Aerospace Corporation.
2.4	*	Certificate of Ownership and Merger, dated as of January 1, 2004, merging The Aerostructures Corporation with and into Vought Aircraft Industries, Inc.
3.1	*	Certificate of Incorporation of Vought Aircraft Industries, Inc. (fka "VAC Acquisition Corp. II"), dated May 26, 2000.
3.2	*	Certificate of Amendment to the Certificate of Incorporation of Vought Aircraft Industries, Inc. (fka "VAC Acquisition Corp. II"), dated June 14, 2000.
3.3	*	Certificate of Ownership and Merger merging VAC Holdings II, Inc. into Vought Aircraft Industries, Inc., dated August 13, 2001.
3.4	*	Certificate of Incorporation of VAC Industries, Inc., dated July 7, 1992.
3.5	*	Certificate of Incorporation of Vought Commercial Aircraft Company (fka "Northrop Grumman Commercial Aircraft Company"), dated February 26, 1996.
3.6	*	Certificate of Amendment to the Certificate of Incorporation of Vought Commercial Aircraft Company (fka "Northrop Grumman Commercial Aircraft Company"), dated January 16, 2001
3.7	*	Certificate of Incorporation of Contour Aerospace Corporation, dated December 4, 2003.
3.8	*	By-laws of Vought Aircraft Industries, Inc. (fka "Northrop Grumman Commercial Aircraft Company").
3.9	*	By-laws of VAC Industries, Inc.
3.10	*	By-laws of Vought Commercial Aircraft Company.
3.11	*	By-laws of Contour Aerospace Corporation.
4.1	*	Indenture, dated July 2, 2003, among Vought Aircraft Industries, Inc., as issuer, VAC Industries, Inc., Vought Commercial Aircraft Company and The Aerostructures Corporation, as guarantors, and Wells Fargo Bank Minnesota, National Association, as trustee.
4.2	*	Supplemental Indenture, dated December 4, 2003, among Vought Aircraft Industries, Inc., as issuer, VAC Industries, Inc., Vought Commercial Aircraft Company and The Aerostructures Corporation, as guarantors, Contour Aerospace Corporation, as additional guarantor, and Wells Fargo Bank Minnesota, National Association, as trustee.
4.3	*	Form of Note (included as Exhibit A to Exhibit 4.1).
4.4	*	Form of Notation of Senior Note Relating to Subsidiary Guarantee (included as Exhibit C to Exhibit 4.1).

4.5	*	Registration Rights Agreement, dated July 2, 2003, among Vought Aircraft Industries, Inc., as issuer, VAC Industries, Inc., Vought Commercial Aircraft Company and The Aerostructures Corporation, as guarantors, and Lehman Brothers Inc., Goldman, Sachs & Co. and Credit Suisse First Boston LLC, as initial purchasers, as acceded to by Contour Aerospace Corporation on December 4, 2003.
5.1	*	Opinion of Latham & Watkins LLP, special counsel to Vought Aircraft Industries, Inc.
10.1	*	Credit and Guaranty Agreement dated as of July 24, 2000, as amended by the Sixth Amendment, dated as of July 2, 2003 by and among Vought Aircraft Industries, Inc., as borrower, certain subsidiaries of Vought Aircraft Industries, Inc., as guarantors, certain Financial Institutions, as lenders, Lehman Commercial Paper Inc., in its capacity as administrative agent and in its capacity as collateral agent, Goldman Sachs Credit Partners, L.P., in its capacity as syndication agent and GSCP and Lehman Brothers, Inc., as joint arrangers and joint book managers.
10.2	*	C-17 Program Overriding #28125, dated August 1996, as amended, between The Boeing Company and Vought Aircraft Industries, Inc., as implemented by PO # 2XK013108 dated June 3, 2002.
10.3	*	Sublease Agreement between Vought Aircraft Industries, Inc. and Lockheed Martin Corporation, as amended, dated October 15, 1993, with respect to the property known as 1701 W. Marshall Street, Grand Prairie, TX.
10.4	*	Facilities Use Agreement between Vought Aircraft Industries, Inc. and the United States Government, dated August 23, 2001 (contract # NOO421-01-E-0372) with respect to the property known as 9314 West Jefferson Street, Dallas, TX.
10.5	*	Information Services Agreement between Vought Aircraft Industries, Inc. and Northrop Grumman Commercial Information Services Inc., dated December 17, 2002.
12.1		Statement of Computation of Ratio of Earnings to Fixed Charges.
21.1	*	Subsidiaries of the Registrant.
23.1	*	Consent of Latham & Watkins, special counsel to Vought Aircraft Industries, Inc. (included in Exhibit 5.1).
23.2		Consent of Ernst & Young LLP.
23.3		Consent of PricewaterhouseCoopers LLP.
24.1		Power of Attorney (included on signature pages attached hereto).
25.1		Statement of Eligibility of Wells Fargo Bank Minnesota, National Association, as trustee, on Form T-1.
99.1	*	Form of Letter of Transmittal, with respect to the exchange offer.
99.2	*	Form of Notice of Guaranteed Delivery, with respect to the exchange offer.
99.3	*	Form of Letter to DTC Participants Regarding the Exchange Offer.
99.4	*	Form of Letter to Beneficial Holders Regarding the Exchange Offer.
99.5	*	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, with respect to the exchange offer

*: To be filed by amendment.

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Vac Industries S-4Registration of securities issued in business combination transactions