Good day ladies and gentlemen and welcome to the fourth quarter 2007 TransDigm Group Incorporated earnings conference call. My name is [Shikwana] and I will be your coordinator for today. At this time all participants are in a listen only mode. We will facilitate a question-and-answer session towards the end of this conference. (Operator Instructions) I would now like to turn you over to your host for today, Mr. Sean Maroney, Director of Corporate Accounting and Investor Relations. Please proceed sir.

Thank you. Good morning ladies and gentlemen. I would like to thank all of you that have called in today and welcome you to TransDigm’s fiscal 2007 fourth quarter earnings conference call. We will be discussing the results of operations for the period ended September 30th 2007. You should have already received our earnings news release that was issued this morning. If you have not received the release you may retrieve it by visiting www.transdigm.com. A replay of today’s broadcast will be available for the next two weeks. Replay information is contained in our news release. Before we begin, the company would like to remind you that statements made during this call which are not historical in fact are forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from those expressed or implied in the forward-looking statements. For further information about important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements please refer to the information regarding forward-looking statements and risk factors included in the company’s latest filings with the SEC. These filings are available through the investors section of our website or through the SEC’s website at www.sec.gov. The company would also like to advise you that during the course of the call we will be referring to EBITDA, specifically EBITDA As Defined, and adjusted net income, both of which are non-GAAP financial measures. Please see the tables and related footnotes in today’s press release for a presentation of the most directly comparable GAAP measure and a reconciliation of EBITDA As Defined and adjusted net income to that measure. Now having taken care of the necessary disclosures, let me introduce Nick Howley our Chairman and Chief Executive Officer who will provide an overview of the business for the fourth quarter and fiscal 2007 year. Following Nick, Ray Laubenthal, our President and Chief Operating Officer will provide a brief overview of 2007 operating activities, followed by Greg Rufus, our Executive Vice President and Chief Financial Officer who will discuss the financial results for the period. With that, I’d like to now turn it over to Nick.

Good morning and thanks to everybody for calling in again to hear about our company. As I’ve done in the past, I’d like to start with just a short overview of TransDigm since we’re still relatively new in the public equity market. To remind you, we completed our initial public offering and our shares began trading on the New York Stock Exchange on March 15th 2006 under the symbol TDG. At that time we sold about 12.6 million shares or 28% of the ownership at a price of $21 a share. During Q3 2007 we completed the sale of approximately another 11.5 million shares of stock or about 26% of the outstanding shares at the time in a secondary offering. This transaction closed on May 25th 2007 at a price of $35.25 a share. As a result of this last sale, the Warburg Pincus ownership fell to 45% and we are no longer a controlled company under the New York Stock Exchange rules. Our shares closed last Friday evening at $46.29 a share. Just to quickly reiterate, TransDigm is a supplier of highly engineered aerospace components. These components are used on nearly all commercial and military aircraft in use today. We estimate that about 90% of our net sales are generated by proprietary products. That is products where we own the design. Similarly we estimate that over 75% of our sales come from products for which we are the sole source provider. The commercial business currently counts for about three quarters of our total revenue with the balance being defense related. We generated approximately 60% of our revenue from aftermarket sales this year. Aftermarket revenues have historically produced higher gross margins and have been more stable than sales to the OEMs. Because of the large installed base of products, the…

Thanks Nick. Having completed my second full year as President and Chief Operating Officer, and my 14th year with TransDigm I can say 2007 was a very busy and successful year in operations. Throughout 2007 our operating team successfully integrated four new acquisitions while keeping a disciplined focus on our three value drivers. Since June of 2006, we purchased Sweeney Engineering, CDA Intercorp, ATI which is comprised of three locations Avtech, West Coast Specialties and ADS/Transicoil, and we most recently acquired Bruce Industries. Each of these units we quickly went to work integrating our proven value drivers of value pricing, productivity improvement and focused new business efforts. To fortify these efforts we installed proven TransDigm managers in various key positions at these new locations. During fiscal 2007, we reaped productivity gains by physically moving and consolidating three businesses and reducing the head count in the acquired businesses by 17% while the associated revenue percent increased by double digits. We also continued to invest in profitable new business programs. On the Boeing 787 and the Airbus A380 and A400M aircrafts we secured contracts totaling more than double our [ship set] dollar content versus the dollar content we had on the predecessor aircraft. Here are just a few examples of the new applications that broaden our product offerings. On the Boeing 787 we provide the highly engineered composite tubing and isolation connectors for the fuel and hydraulics systems. We will also supply the entire digital flight deck audio communication system. On the Airbus A380 we are providing a horizontal stabilizer hydraulic control valve module and the cockpit door security system. On the A400M we are providing the propulsion system’s main and arterially hydraulic pump and we are providing a set of six hydraulic valve modules to control landing gear articulation. We continue to be very active in finalizing our Boeing 787 designs and manufacturing processes. The spending and activity continues particularly heavy in our new composite fuel line products down at AdelWiggin and the audio systems at Avtech. This development and expense will likely continue through most of fiscal year 2008 with the recent Boeing 787 schedule change. In addition to these new programs we renegotiated several large long-term agreements on existing production plant forms whereby we solidified our market position and improved our overall economics. We also continued to implement favorable pricing that reflected a fair share of the value we provide. Greg will review the financial information in more detail.

Thanks. As Nick and Ray have mentioned, FY06 and ’07 have been very dynamic with an IPO in FY06, a follow-on secondary offering in FY07, a financial restructuring in FY06 and debt borrowings in FY07, all while completing five acquisitions during this two year reporting timeframe. As we have said all year, associated with these activities are several cash, and non-cash, accounting charges, and very specific rules for acquisition accounting. We have highlighted the major items in the supplemental information included in today’s press release, and there will be full descriptions of these items in our 10-K, which we anticipate filing this Wednesday, November 21. I point this out because these items do come into play when comparing results to prior periods. With that, I’ll now focus on our GAAP results for the fourth quarter, compared to the prior year fourth quarter, commenting on the major line items in this morning’s press release. As you could see, fourth quarter sales were 168 million, up 52.1 million, or 45%, from the prior year. Excluding acquisitions, our organic sales growth was up $19.2 million, or 16.6% increase over the prior year. Our recent acquisitions, that is, CDA, Aviation Technologies, and Bruce, contributed $32.9 million, or 28.4%, to the quarter. Reported gross profit was $88.1 million, or 52.4% of sales. This $29.6 million increase is 50.6% greater than the prior year, and greater than our sales growth. The reported gross profit margin increased 180 basis points, despite the dilute of impact of our acquisitions of ATI. As I mentioned last quarter, our GAAP results are negatively impacted by non-cash, purchase price accounting charges for inventory step-up, and other acquisition-related expenses. This quarter, we expensed $2 million of acquisition-related expenses and cost of sales. $1.6 million was for inventory step-up, amortization, primarily related to…

Yeah, let me just take a second to run through the ‘08 guidance and give you a little more information on it, and then we can get to questions. If I look at next year, again assuming the existing mix of business, and generally the market trends continuing as we anticipate, we now expect revenues to be in the $680-$700 million range. That’s about 16% up on a reported basis. This is about 10% organic growth, with the balance coming from the full year of acquisitions. We expect our fiscal 2008 results to be stronger in the second half; with fewer shipping days, our fiscal first quarter is typically the slowest. Also, just to remind you, the interest expense, and the other acquisition-related amortization expenses will likely be significantly higher in the first quarter of FY2008, compared to the first quarter of FY2007. We expect a 2008 EBITDA As Defined to be in the range of $312-$324 million, also up about 16% versus the prior year. As usual, the new acquisitions mix our EBITDA percent down modestly. We expect our conversion of EBITDA As Defined to cash, absent any acquisitions, to be consistent with our prior year’s conversions, or in other words, we don’t see any unusual working capital or capital expenditure issues. The adjusted diluted EPS on the same basis is above, that’s excluding deferred comps, stock options, acquisition kind of expenses, should be in the range of $2.43 to $2.53 per share, up 15-20%. If we compare to 2007 on a pro forma basis, again that’s as though we own the same mix of businesses in both years, we are anticipating that our commercial aerospace OEM revenues will grow at about 10%, with the growth a little higher than that in commercial transport, and a little lower in the other sectors. Our commercial aerospace aftermarket revenue, we are currently forecasting to grow in the low double-digit percents. Our defense revenue, we are expecting growth in the high single-digit percents. In fiscal year 2008, the recent Boeing 787 schedule stretch-out will likely result in some higher development expenses than we had originally anticipated for 2008. There will be some very modest revenue reduction, and some very modest working capital increases. At this point, we do not believe any of these are significant to the 2008 expected financial performance. Just in summary, 2007 was a good year, and we look to 2008 at this time to be another good year. And with that, can we open this for questions?

Yes sir. (Operator Instructions) And your first question comes from the line of Carter Copeland with Lehman Brothers. Please proceed.

Good morning. Yeah, a really good quarter, and a really nice year, Nick. Congratulations.

Thanks.

I wondered if you would tell us a little bit more about 787, not with respect to development expenses, but the delivery schedule. Have you changed, either Nick or Ray, the deliveries you had scheduled to the other suppliers on the program, or do you expect to change those? Can you give us a little more color there?

Changed from what Carter?

From the pre-delay schedule. Have you changed at all the units that you were going to ship to the other sort of tier one guys on some of these products.

Carter, as I said at the end of the ‘08, a little bit, but not much. Not much. We are seeing a mix of a little bit of delays on some. On the other hand, many of our products are trying to hurry, hurry, hurry, get as much as you can. Everything’s behind anyway, so keep shipping. So I think, net, it will be down a little lower than we might have expected, but not proportional to the drop-off in deliveries. And we don’t think it has any material impact on our numbers for the year.

But it is more accelerated and loaded in the back half than your original plan, correct?

Yeah, that’s right. I think that’s fair. You know, Carter, let me just add, that it’s a little unclear at this point, because we sort of have a mix. Some people are telling us to hurry up and ship as much as you can, and others are kind of tempering a little bit. So it’s a little hard to sort out that timing exactly. But again, for the year, don’t see much impact.

And again, it doesn’t impact the pre-tax a whole heck of a lot.

Right, right.

Okay. Second one, on ATI, I wondered if you’d comment a little bit about the growth, if you look at that business as a standalone, how that came in, in the quarter. It looks to be pretty flat, if I look at Q2 versus Q3 on a sequential basis. I would have expected it maybe to have grown a little bit sequentially, and I wondered if the growth at ATI was living up to your expectations.

Honestly, Carter, I just can’t, I don’t remember what the sequential quarters-over-quarter basis were, but I can say, that in general, it is meeting our revenue expectations, that we did when we bought it. With puts and takes, the commercial business is running a little ahead of where we thought, and the defense business is running a little behind, but the net of the two, is it’s just about on our expectations. As I said, with those kind of puts and takes.

Yeah. And one for Greg. Greg, the options, and the pretty sizable jump in the share count, it seems like as related to those performance-based options that you had, which I guess are now being included into the share count, when does that jump sort of conclude, and we get more of a leveling off in the share creep, as opposed to maybe the last couple of quarters?

Well, the share creep is really more a function of the 10b5-1 programs. You know, as you know, we’ve had a lot of options within the company for a long time, Carter, and some of these options are really from prior plans, and they mature in the 2009, 2010 time frame, so some people are exercising them as the due dates come. When that happens, as they sell them into the market, they go one for one as a share of common stock, opposed to the treasury method that we calculated when we first went public. So you’ll see the share count, I would anticipate the share conversion could approach about a million shares during ’08 and we disclosed that in the earnings release, which really doesn’t have anything to do with the, where the current program is. But having said that, the current program was established in 2003 and it matures in 2008, and there was some cliff vesting in 2008, so there’ll be quite a few shares that go from unvested to vested at the end of ’08, after we hit our five year and current year cumulative numbers. Carter Copeland – Lehman Brothers: That’s very helpful, thank you very much. And good quarter guys.

Carter, just to expand, when Greg says mature in ’09 and ‘010 he means expire, right?

Yeah. Carter Copeland – Lehman Brothers: Correct.

So that’s why you get some people moving on them. Carter Copeland – Lehman Brothers: Great, thanks guys.

Your next question comes from the line of Robert Spingarn with Credit Suisse, please proceed. Robert Spingarn – Credit Suisse: Nick, I think you started to answer one of my first questions at the tail end of your monologue there with the organic growth in ’08 by segment or market area? And I think you said the commercial transport would edge higher, sort of above the 10% level. Could you talk a little bit there about how the OE mix shifts as 787 and A380 ramp?

Let me ask you to clarify the question again, are you asking how our overall mix, or how our sales on 787 and A380 shift? Robert Spingarn – Credit Suisse: I think the context would be, I think you said earlier that about 60% of ’07 was after market.

That’s right. Robert Spingarn – Credit Suisse: So how should we think about ’08, because favorable aftermarket mixes clearly played a supporting role on margins, so that’s where I’m going with this?

Yeah, I guess the way you might think about that is if you look at next year, the numbers we gave you we disclosed here are that the aftermarket is growing in the low double-digit percent, and the OEM is growing at around 10%, and if you apply that to our current 60:40 mix, you that wont change the mix a whole heck of a lot. Robert Spingarn – Credit Suisse: It’ll raise the aftermarket a little bit.

A little bit, but not a heck of a lot. You know if you run the arithmetic you’ll see it won’t change it a heck of a lot. Robert Spingarn – Credit Suisse: Plus, the other part of this, though, is that the OE will increasingly become less mature program.

That’s right. That’s right. Robert Spingarn – Credit Suisse: And so how should we think about that with respect to margins.

I think we gave you some margin guidance. You know if you look at the EBITDA as adjusted, and I want to say the percent is roughly flat year over year, and that sort of passes the smell test to me in that the aftermarket’s growing slightly faster than the OEM but not a lot, that would… Robert Spingarn – Credit Suisse: A higher margin and so the OE margin would be a little lower.

Well the OE would be a little lower with a little bit of a dilutive impact to the acquisition; you know that kind of passes a logic test. Robert Spingarn – Credit Suisse: Well then digging a little deeper into 787 like Carter did, who are your major customers on this program? Who are you shipping most of this stuff to?

Either our biggest are Boeing or the Boeing subcontract manufacturers like Mitsubishi and MHI and people like that. Robert Spingarn – Credit Suisse: So it’s more on the air structures?

Well, let me finish, Rockwell Collins, particularly on the audio systems that we sell, and we’re selling a lot of audio systems now to that. Honeywell is a big one. Ray, am I missing any?

You hit the big ones, Mitsubishi Heavy Industries and FHI, and Rockwell.

And Rockwell Collins, and Honeywell. Robert Spingarn – Credit Suisse: And Ray maybe this is a question for you. Are you generally doing you’re, you mentioned R&D earlier, are you doing most of your own design work here? Are you building to print? How’s this work?

We’re doing all of our own design work. We’re not a build to print company. Robert Spingarn – Credit Suisse: Okay, and then have you gotten timely schematics on all of this, to the extent that you need them? Because we understand that one of the issues here with this program is the design change activity, and there are different levels of performance from different tiered suppliers across the chain here, and there’s been a lot of movement. Could you give us any context?

Let me just say we’re seeing somewhat the same thing. Getting the scope finalized and dealing with scope creep here as the project approaches the end is an issue for us too. You know, that’s one of the reasons that Ray pointed out that we expect the ’08 R&D expense to stay up a little longer in the year than we anticipated. If you asked us six months ago, we would have said we’d have been shutting most of this down in the first half of the year, we don’t see that happening now. Robert Spingarn – Credit Suisse: Right. Two other brief things, I hope. One for Greg, one for Nick and Ray. For Greg, can you give us some reconciliation of the differences between GAAP and adjusted EBITDA in ’08?

Can I give it to you in EPS? Robert Spingarn – Credit Suisse: Yeah, really qualitatively, I just want to make sure I have the right line items in the right magnitude.

A lot of, in EPS base, our adjusted EPS guidance has a difference of $0.16 in ’08, and we’re coming out at $0.27 in ’07, the biggest difference, or the decline in that is the reduction in the purchase price accounting and a lot of start-up expense and backlog amortization. That was about $0.19 to the $0.27 in ’07, and it’ll be about $0.04 to a nickel in ’08. Robert Spingarn – Credit Suisse: Okay, that’s very, very helpful. And the last question guys, again more for Nick and Ray, the pricing environment for your products out there today.

We don’t see any difference in the pricing environment this year versus last year. Robert Spingarn – Credit Suisse: Okay, excellent. Thank you.

Your next question comes from the line of David Strauss with UBS, please proceed. David Strauss – UBS: Good morning, thanks.

Good morning David. David Strauss – UBS: Almost all of my questions have been asked, I have a couple more. SG&A as a percent of sales, Greg, has ticked up the last couple of quarters. What is included in that and what’s driving that?

There’s two items on a GAAP basis. Some of it is our recent acquisitions had a little more than before and our R&D has ticked up a bit David. David Strauss – UBS: Okay, so R&D is baked in there as well.

Yes.

And CapEx, your CapEx outlook into 2008.

This is our normal numbers, but the absolute dollars I want to say is $16 million, in and around there, which is within that 2% of sales that is, we’ve historically used David. David Strauss – UBS: Greg, what do you think of the maintenance CapEx number for the business?

You know David, we really don’t break it out between maintenance and new product development. Each year you have your fair slug of what you have to replace, but if there’s nothing unusual in the current plan or nothing in the next year or two that would signify a change in our capital spending pattern. Ray?

That’s correct Greg, we didn’t have anything in the ’08 plan that pumped up the maintenance. In fact it’s a very modest lower than ’07, it’s unchanged. David Strauss – UBS: Okay.

I think the number we’ve always given people to use for planning is 2-2.5% of our revenues. We see no reason to give any other number, the high end of that usually ends up being conservative.

Okay, and then your tax rate, 36.5% for ’08, it’s a little bit lower than what you’ve been running at historically. Is that kind of a normal run rate going forward in the out years, you think, is there anything unusual in that tax rate?

No we believe that that’s going to be more normal going out. At the end of ’07 we went through a significant state tax reorganization which we had to slow, as with all the entities we had we cleaned up our legal organization and as a benefit of that we were able to lower our state tax rate which helps get it down to that 36.5%.

Okay, and then on 787, that Rob and Carter both asked about, just to be clear, so you are still in the process of finalizing, or Boeing I guess finalizing the design on some of your parts, and if so can you specify exactly which parts those are?

No, we can’t specify exactly which parts they are. But, I would say, this is a fairly complicated engineering project and it’s not unusual that there’ll be scope changes and tweaks in design at the end, and that’s what we’re seeing. You know, we’re seeing that and that’s stretching out the development a little longer than we thought. David Strauss – UBS: And when does this all need to happen by, you think, for Boeing to kind of keep to its revised schedule? When do we need to see everything finalized?

Well first off…

Remind me, Ray, when the first flight is again?

The first flight was in May, and they pushed that out?

And they pushed it out to when again?

October, November, they pushed it out three to six months.

You know, you can’t be going a lot past the middle of our year, is February, March time frame. It’s going to get pretty tough if you’re still moving around then. David Strauss – UBS: Okay, thanks very much.

Your next question comes from the line of Evan Anderson with Calyon Securities. Please proceed. Evan Anderson – Calyon Securities: Good morning guys. How are you doing?

Fine. Evan Anderson – Calyon Securities: I’m going back to the operating margin for a moment here. Looking at it on an adjusted basis, on the last conference call your guidance indicated that it would be down a bit on this quarter, and that it would probably be impacted by the product mix, and now that the results are out, was it primarily the mix and the elevated SG&A or was there anything else going on?

Versus, what’s your comparison versus the prior, the third quarter or the fourth quarter of prior year? Evan Anderson – Calyon Securities: Well it was down year-over-year un-sequentially, but we can look at it quarter-over-quarter.

When I look at the EBITDA as defined, I thought we were up a little bit over the prior year, so I’m not sure where you’re numbers going, but the two items we mentioned, a little bit of R&D, and some mix of the two drivers, there’s nothing underneath those numbers that would cause them to move any different. Evan Anderson – Calyon Securities: Okay. And then going back to the elevated SG&A.

The EBITDA margin is up, not down. Evan Anderson – Calyon Securities: I’m sorry, the operating margin.

We look at the EBITDA because we have purchase price accounting items that hit. The amortization and things like that are included in the operating, correct Sean?

Yes

So, you know, that’s why we take you to the supplemental pages in our press release, because the amortizations of backlog etcetera hit operating profit margin. That’s why we get back to EBITDA As Defined, Evan. Evan Anderson – Calyon Securities: Okay, and then I guess you would expect the SG&A to remain a little bit elevated into the first half of ’08 as you’re expecting the higher R&D expenses to remain?

That’s fair. Evan Anderson – Calyon Securities: And my last question, could you disclose the sales order backlog for the quarter, where it stood?

I don’t remember the number, but it’s in the 10-K, isn’t it? Evan Anderson – Calyon Securities: That’ll be in the 10-K, fair enough.

We show it out for the year, we don’t break it out by quarter. Evan Anderson – Calyon Securities: Alright. That you.

(Operator Instructions) Your next question comes from the line of Bob Franklin with Prudential Financial, please proceed. Bob Franklin – Prudential Financial: Hi, you mentioned you’re going to deliver a turn in the next year, where are you comfortable, or where do you want to be with leverage?

Let me just say that we don’t publish a number on that, and we don’t have a number on that. I will say that this is a business that is used to running at a pretty good leverage level. You know, we have a pretty predictable cash flow; we generate a lot of cash from our businesses. We look at the management of the capital structure as just another way to generate equity value, in addition to the operations. Our goal is to hit the right mix, the right debt level to maximize the equity, and that can change in different capital market conditions. What I would think, our range in the past has typically run, probably, from a low 3.5 to a high or 5.5 or 6, this is multiples of EBITDA. 3.5, frankly, is too low for this company. That’s not an optimal capital structure. Bob Franklin – Prudential Financial: Okay, so if you’re 4.3 now by your math and you go down to 3.3, we can expect that not to last for very long.

Our first choice would be to find good accretive acquisitions that would be our first choice, and that would be our overwhelming choice, and if we can’t find that we’d find some other way to optimize the capital structure. Bob Franklin – Prudential Financial: Okay, it sounds like it’s not by prepaying debt then.

Whatever makes sense. Our goal will always be to maximize the equity value. We’re big shareholders. We’re not afraid of leverage, but our goal will always be to maximize the equity value. And wherever makes sense, where ever the capital market stands at the time we have to make the call, that’s what we’ll try and do. Bob Franklin – Prudential Financial: What’s the market looking like right now for good accretive acquisitions?

I don’t know that it’s substantially different than it was for the last couple of years. It’s tough to find. Prices are higher than we’d like but we continue to beat the bushes like we always do. We have a backlog not terribly dissimilar to what we’ve had in the past. The rate at which they can close I just don’t know. Bob Franklin – Prudential Financial: Okay, thank you.

(Operator instructions) At this time there are no further questions. I would like to turn the call back over to Mr. Maroney for closing remarks.

Well, we’d like to thank everyone for calling in today, and we’ll look forward to our next conference call. Thank you.

Thank you for your participation in today’s conference. This concludes the presentation; you may now disconnect, and have a good day.