Item 7.01. Regulation FD Disclosure.

On December 6, 2012, TransDigm Group Incorporated ("TransDigm") announced that TransDigm, its subsidiary, TransDigm Inc., and Goodrich Corporation, a subsidiary of United Technologies Corporation, have mutually agreed to terminate the asset purchase agreement dated October 25, 2012, pursuant to which TransDigm Inc. would acquire the pump & engine control systems business of Goodrich for approximately $236 million in cash.

A copy of the December 6, 2012 press release announcing the termination is attached to this Report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is being furnished with this Current Report on Form 8-K:

Exhibit 99.1 Press Release issued December 6, 2012.

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