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EARNINGS CALL TRANSCRIPT
EARNINGS CALL TRANSCRIPT 2018 - Q1
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Executives

Liza Sabol - TransDigm Group, Inc. W. Nicholas Howley - TransDigm Group, Inc. Kevin M. Stein - TransDigm Group, Inc. James Skulina - TransDigm Group, Inc..

Analysts

Robert Stallard - Vertical Research Partners LLC Carter Copeland - Melius Research LLC Sheila Kahyaoglu - Jefferies LLC Matthew McConnell - RBC Capital Markets LLC Seth M. Seifman - JPMorgan Securities LLC Rajeev Lalwani - Morgan Stanley & Co. LLC Kenneth George Herbert - Canaccord Genuity, Inc. Michael Ciarmoli - SunTrust Robinson Humphrey, Inc.

Gautam Khanna - Cowen & Co. LLC Hunter K. Keay - Wolfe Research LLC Drew Lipke - Stephens, Inc. Peter J. Arment - Robert W. Baird & Co., Inc. David M. Stratton - Great Lakes Review.

Operator

Good day, ladies and gentlemen, and welcome to the Q1 2018 TransDigm Group Incorporated Earnings Conference Call. As a reminder, this conference call is being recorded. I would now like to turn the conference over to Ms. Liza Sabol from – Director of Investor Relations. Ma'am, you may begin..

Liza Sabol - TransDigm Group, Inc.

Thank you, and welcome to TransDigm's fiscal 2018 first quarter earnings conference call. With me on the call this morning are TransDigm's Chairman and Chief Executive Officer, Nick Howley; President and Chief Operating Officer, Kevin Stein; and Chief Financial Officer, James Skulina.

A replay of today's broadcast will be available for the next two weeks, and replay information will be contained in this morning's press release and on our website at transdigm.com. It should also be noted that our Form 10-Q will be filed tomorrow and will also be found on our website.

Before we begin, we would like to remind you that the statements made during this call, which are not historical facts, are 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 company's latest filings with the SEC, available through the Investors section of our website or at sec.gov.

We would also like to advise you that, during the course of the call, we will be referring to EBITDA, specifically EBITDA As Defined, adjusted net income and adjusted earnings per share, all of which are non-GAAP financial measures.

Please see the tables and related footnotes in the earnings release or a presentation of the most directly comparable GAAP measures and the reconciliation of EBITDA, EBITDA As Defined, adjusted net income and adjusted earnings per share. I will now turn the call over to Nick..

W. Nicholas Howley - TransDigm Group, Inc.

first, to invest in our existing business; second, to make accretive acquisitions, consistent with our strategy and our tough return requirements; third is to get the money back to the shareholders, either through a special dividend or stock buybacks; and fourth would be to pay down debt.

Though, still, given the low cost of debt especially after tax, this remains likely our last choice in the current capital markets. In the last three years, you've seen different business conditions and examples of how we deal with them.

In 2015 and 2016, we saw a number of attractive acquisitions, and we bought about $3 billion of proprietary aerospace businesses. In 2017, attractive candidates were fewer and far between. Accordingly, we chose to allocate about $3 billion of our capital to return to the shareholders.

We did this through a mix of primarily special dividends, but also some opportunistic stock buybacks. We'll see what the full year of fiscal 2018 brings. But as we've done consistently in the past, we'll allocate our capital in the manner we think has the best chance to maximize the return to our shareholders.

Now, to quickly summarize Q1 of fiscal year 2018. Our Q1 operations that is revenue and EBITDA as adjusted were right about on our expectations. They were roughly 23% and 22%, respectively, of our full year guidance, about the same percent as they have been in prior years.

To remind you, there are about 10% less shipping days in Q1 versus the average of the other three quarters. Our Q1 earnings per share both GAAP and as adjusted are both up very substantially. This is primarily the result of the new tax law. Jim will review this in more detail.

As I'm sure you are aware, many of the implementing rules and regulations have still not been finalized. So, we will be reticent to get too specific at this time, especially beyond fiscal year 2018. We do expect to generate roughly $70 million of additional cash in fiscal year 2018 as a result of the new tax law changes.

Now, on a same-store basis versus prior Q1, in the commercial transport aftermarket which makes up the vast majority of our commercial aftermarket, Q1 versus the prior year was up just about 11%. Business jet and helicopter revenue growth was softer, and this pulled the overall average for commercial aftermarket down to about 10%.

Commercial OEM revenues were roughly flat versus the prior year. Defense revenues were also about flat. However, incoming defense bookings were substantially up versus the prior year. Kevin will expand on all this. Although one quarter doesn't make a trend, we feel good about the start of the year especially in the commercial aftermarket.

We completed the sale of Schroth at the end of January for about $60 million in cash to Perusa Partners, a midsized PE firm located in Germany. This is not a great outcome. But given the overall situation, we believe it was the most prudent and practical approach to get this behind us and to move on.

With respect to acquisitions, we continue looking at opportunities. The pipeline is active. We've been looking at a lot of opportunities recently. Closings are difficult to predict. We remain disciplined and focused on the value opportunities that can meet our tight PE-like return requirements.

Without any additional acquisition or capital structure activity, we now expect to generate closer to $1 billion in cash from operations after considering the cash impact of the new tax law. As we said in the last earnings call, as long as our outlook continues to be comfortably in the range, we don't intend to adjust our guidance quarterly.

Since it seems too soon in the year to draw any conclusions, we're leaving our revenue and EBITDA as adjusted full year guidance unchanged. If the business situation looks similar at the end of Q2, I expect we may well adjust our full year guidance at that time.

The increase to the net income and the EPS guidance are due to the new tax law's estimated impact. The savings and interest expense from our recent refinancing, we are estimating to be roughly offset by a modest increase in the LIBOR rate. In another words, the actual rates we pay so far are holding about flat.

Jim will give a little more color on this. In summary, Q1 was a good start for the year. So, far fiscal year 2018 looks positive. But in any event, I'm confident with our consistent value-focused strategy and our strong mix of business we can continue to create long-term intrinsic value for our shareholders. And with that, let me hand it over to Kevin..

Kevin M. Stein - TransDigm Group, Inc.

Alex Feil, who has been with TransDigm since 2002, working initially in sales in a number of business units before ultimately becoming the President of Schneller; and Rodrigo Rubiano, who has served as the President of Whippany Actuation Systems for the past three years.

Both have been promoted to EVP, Executive Vice President, and will have a collection of business units reporting to them with Rodrigo eventually moving to Europe as our European EVP. This action will provide TransDigm with capacity to grow and take on future acquisitions and ensure culture carriers are in place for future succession needs.

So, let me conclude by stating, all in all, Q1 of fiscal year 2018 was another solid quarter for TransDigm. Focus on our value drivers of profitable new business, productivity and value pricing and the successful integration of our recent acquisitions will set us up for a strong 2018.

With that, I would now like to turn it over to our Chief Financial Officer, Jim Skulina..

James Skulina - TransDigm Group, Inc.

Thank you, Kevin. I'd like to expand on a few items included in our quarterly financial results and provide some color regarding the impact from tax reform. First quarter net sales were $848 million, up $34 million or approximately 4% greater than the prior year. Our first quarter gross profit was $477 million, an increase of 7%.

Our reported gross profit margin of 56.2% was 1.6 margin points higher than the prior year primarily due to lower non-operating acquisition-related costs, the strength of our proprietary products and a favorable product mix. Our selling and administrative expenses were 12.6% of sales for the current quarter compared to 12.5% in the prior year.

We had an increase in interest expense of approximately $15 million, up 10% versus the prior quarter. This is primarily a result of an increase in the weighted average total debt of $11.9 billion in the current quarter versus $11 billion in the prior year.

During the quarter, we re-priced approximately $5 billion of our term loans to take advantage of better rates, decreasing LIBOR to plus 2.75% from LIBOR plus 3%. The expected annualized interest expense savings before fees is approximately $13 million related to this re-pricing. However, LIBOR has increased since our last earnings call.

So, we are now currently assuming an average LIBOR of about 1.7% for the full year instead of 1.3%. The 1.7% assumes LIBOR rates approach 2% by the end of our fiscal year. As a reminder, once the rates hit 2%, our credit swaps start to kick in.

To analyze the impact of increasing LIBOR rates, there is an interest rate sensitivity table included in the slides we provided this morning. We are also actively looking to re-price to our loans, should the opportunity present itself. The net impact of re-pricing and related fees was offset by the increase in LIBOR rate.

As a result, we still expect our full year interest expense to stay at approximately $650 million. Refinancing expense in the quarter was $1 million compared to $32 million in the prior year due to lower financing completed in Q1 of this year. Now, moving on to taxes. The U.S.

enacted the Tax Cut and Jobs Act on December 22 with significantly reduced tax rates in Q1. The statutory federal rate dropped from 35% to a blended 24.5% for our fiscal 2018 operations and to 21% for fiscal 2019 and after.

The changes related to interest international operations and other law changes will not impact our effective tax rate until fiscal 2019. The Tax Act includes a one-time repatriation tax on historical foreign earnings of foreign subsidiaries. We recorded a provisional $23 million charge during the quarter for the transitional repatriation tax.

In addition, we recorded a tax benefit of $170 million related to the re-measurement of our deferred tax balances related to the U.S. tax law changes. As a result, the effective GAAP tax rate was a benefit of 63.4% for the current quarter compared to a 14.4% provision in the prior year.

We now estimate our full year GAAP tax rate to be around 6% to 7%, and the adjusted tax rate is estimated to be 9% to 10%. The cash tax rate is expected to be between 19% to 21%. The impact of the U.S. Tax Cuts and Jobs Act after 2018 is a little less clear. Some of the regulations are not yet fully defined.

For planning purposes, I would assume our GAAP tax rate will be slightly higher than the statutory rates going forward, as the interest expense GAAP will begin to impact us in 2019. To answer the next obvious question, we do not see the tax law changes having an impact on our capitalization strategy.

Debt will still be significant lowering cost (00:22:55) than equity despite the tax changes. Our net income from continuing operation in the quarter increased $193 million or 163% to $312 million, which is 37% of sales. This compares to net income of $119 million or 15% of net sales in the prior year.

The increase in net income primarily reflects a low effective rate and to a lesser degree increases in net sales, lower refinancing costs and acquisition-related costs, partially offset by higher interest expense. GAAP EPS and continuing operations was $4.60 per share in the current quarter compared to $0.41 per share last year.

Both quarters were significantly impacted by the dividend equivalent payments paid on vested stock options of $56 million or $1.01 per share paid in the current quarter compared to $96 million or $1.70 per share paid in the prior period. Both payments were primarily related to the $46 of dividends we paid to shareholders in fiscal 2017.

As a reminder, the accounting treatment requires this payment to be deducted from the actual net income before earnings per share is calculated. Our adjusted EPS was $5.58 per share, an increase of 121% compared to $2.52 per share last year. This includes a $2.96 per share favorable impact from tax reforms.

Excluding the favorable tax impact, current earnings per share increased 4% over the prior year. Please refer to table 3 in this morning's press release, which compares and reconcile GAAP EPS to adjusted EPS. Switching gears to cash and liquidity.

We generated almost $300 million of cash from operating activities and ended the quarter with $858 million of cash in the balance sheet. We are increasing our expected cash balance for the end of fiscal 2018 to be between $1.4 billion and 1.5 billion for the lower estimated cash taxes and to include the proceeds from the sale of Schroth.

This assumes no additional acquisitions or capital structure activities. Our net debt leverage ratio at quarter end was 6.3 times pro forma EBITDA at the time, and gross leverage was 6.8 times pro forma EBITDA.

We still estimate our net leverage in September 30, 2018 will be between 5.6 times and 5.8 times our EBITDA As Defined, assuming no acquisitions or capital market transactions. We currently have adequate capacity to make $1 billion to $1.5 billion of acquisitions without issuing additional equity.

This capacity grew steadily to over $3 billion as the year proceeds. With regard to our guidance, we now estimate the midpoint of our GAAP earnings per share to be $15.61 per share, and we estimate the midpoint of our adjusted earnings per share to be $17.27.

The Increase in both GAAP and adjusted EPS was due to the change in estimated effective tax rates related to tax reform. Please see slide 9 for a bridge detailing $1.66 of adjustments between GAAP to adjusted earnings per share related to our guidance. In summary, Q1 was a good start to fiscal 2018. Now, I'll hand it back to Liza to kick off the Q&A..

Operator

Thank you, Kevin. So, we are ready to open the lines..

Operator

Our first question comes from the line of Robert Stallard from Vertical Research. Your line is now open..

Robert Stallard - Vertical Research Partners LLC

Hi. Thanks so much. Good morning..

W. Nicholas Howley - TransDigm Group, Inc.

Good morning..

Kevin M. Stein - TransDigm Group, Inc.

Good morning..

James Skulina - TransDigm Group, Inc.

Good morning..

Robert Stallard - Vertical Research Partners LLC

Nick, can I – I thought we'll start on the Aerospace aftermarket. You had a very good first quarter. But your guidance for the year suggests that things are going to slow down from here.

Was there anything unusual that you saw in Q1, or is this just a bit of natural caution given it's the start of the year?.

W. Nicholas Howley - TransDigm Group, Inc.

I think it's just a bit of natural caution, Rob. As I said, if sort of things hang in at the end of the next quarter, it wouldn't surprise me if we moved the guidance up. It's just, after some bouncing around over the last few years, we tend to believe that one data point doesn't – isn't enough to move on yet. But there's nothing quirky about it..

Robert Stallard - Vertical Research Partners LLC

Okay. And then, maybe as a follow-up, you mentioned you are active in the M&A arena at the moment. Was wondering if you can give us a little bit of color of what you're seeing out there in terms of the properties, if there is anything that's looking particularly strong or weak or attractive at the moment..

W. Nicholas Howley - TransDigm Group, Inc.

Yeah. Rob, as you obviously – when I say we're active, we're active sort of I guess running around in circles or on a treadmill because we didn't close anything. But I mean, the same – it's the same kind of stuff. Proprietary businesses is what we're looking at.

We have two or three or four we've been quite active in, but not substantively different than our patterns in the past..

Robert Stallard - Vertical Research Partners LLC

Okay. That's great. Thank you..

Operator

Our next question comes from the line of Carter Copeland from Melius Research. Your line is now open..

Carter Copeland - Melius Research LLC

Hey. Good morning, guys. Welcome, Jim..

W. Nicholas Howley - TransDigm Group, Inc.

Good morning..

Kevin M. Stein - TransDigm Group, Inc.

Good morning..

James Skulina - TransDigm Group, Inc.

Good morning..

Carter Copeland - Melius Research LLC

Just a couple of quick ones on the OEM piece. I wonder if you might be able to elaborate a little bit more on the timing. I mean, I know we had some wide-body rates that are down. But did you see any destocking of any significance from the A350? I know a couple of other guys have talked about that this quarter..

Kevin M. Stein - TransDigm Group, Inc.

Yeah. I'll lump that all into a wide-body opportunities pushing to the left and slow down some of the startup. So, the answer is, yes, across the board to the wide-body. Again, on that OEM side, we're not seeing any change in chipset content. So, the opportunities we have continue to grow and expand. It's just timing related. That's what we see so far..

Carter Copeland - Melius Research LLC

Okay. Great. And on the freight piece, clearly, encouraging to see that bouncing a little bit here.

Can you give us any color on just how significant that growth was either in bookings or shipments?.

Kevin M. Stein - TransDigm Group, Inc.

Well, we don't want to – I was just trying to give you guys some color. We don't want to go through what we presented last year with all the details for the submarkets. It is up nicely. It's not unlike I think the demand in the industry. You've seen the FTK's freight tons shipped metrics out there that continue to grow. I think 2017 expanded at 9%.

I can't tie our freight business to that, but just to say that there is both in the metrics and from what other folks are reporting, there's strength in the freight sector and we have seen it in our orders and shipments..

Carter Copeland - Melius Research LLC

All right. Thanks, Kevin. I'll hop back in the queue, guys..

Kevin M. Stein - TransDigm Group, Inc.

I think it's fair to say that, if anything, that's probably a little better than....

W. Nicholas Howley - TransDigm Group, Inc.

It is. It is..

Kevin M. Stein - TransDigm Group, Inc.

Yeah..

Carter Copeland - Melius Research LLC

Great. Thanks, guys..

Operator

Our next question comes from the line of Sheila Kahyaoglu from Jefferies..

Sheila Kahyaoglu - Jefferies LLC

Hi. Good morning, guys, and thanks for the time. Can we talk about the commercial aftermarket? It was up very nicely at 10%, but your EBITDA grew 5%.

So, maybe just mix and what drove some of maybe the more muted profitability growth?.

James Skulina - TransDigm Group, Inc.

Kevin, do you want to....

Kevin M. Stein - TransDigm Group, Inc.

Yeah. Sure. So, it's a good question. Our profitability was up close to 1% year-over-year. I know that, with the 10% growth in aftermarket, some would feel that maybe it should be higher. As we look through it, the shipments that we had, we were impacted by some margin softness on the defense side that lowered our margins as a whole business.

Specifically, I look to the parachute business that we have; our Airborne businesses in North America and Europe. Certainly, we've seen some lumpiness in shipments and that has impacted some margins a bit across the business.

Beyond the shipments that we had available to us we shipped, that's the only thing that I can see that might explain or does explain the somewhat lower margin than we would have expected.

Some headwinds on the defense side of the business specific to our parachute business, which we've seen in the past can be extremely lumpy and that came to pass this Q1 as well. Now, for the year, in those businesses, I think we still feel confident in our plans. That's just what we saw in the first quarter..

James Skulina - TransDigm Group, Inc.

And for our year, we're still comfortable that we get up just a little under 50%..

Kevin M. Stein - TransDigm Group, Inc.

Yeah that's right. Good point. So, we have a first half and a second half ramp that is not unusual for us, getting close to the 50%, which is in our full year margin guidance. It's ramping over the year as per usual. I don't think there's any concern that we have that there is anything impacting us there..

Sheila Kahyaoglu - Jefferies LLC

Sure. Thanks, Kevin, for the color. And then, I guess, just one more. How does tax reform change capital deployment? Does it – how....

W. Nicholas Howley - TransDigm Group, Inc.

Can you speak up? We can't hear you.

Could you speak up a little?.

Sheila Kahyaoglu - Jefferies LLC

Believe it or not, Nick, I'm yelling. But I always come off....

W. Nicholas Howley - TransDigm Group, Inc.

All right. (33:28)..

Sheila Kahyaoglu - Jefferies LLC

I'm loud.

But how does tax reform change and interest rate deductibility change your acquisition hurdles from here?.

Kevin M. Stein - TransDigm Group, Inc.

Is the question, just to be clear I have it, how does the tax rules, the change in tax laws change our acquisition criteria?.

Sheila Kahyaoglu - Jefferies LLC

Yeah, exactly..

Kevin M. Stein - TransDigm Group, Inc.

I don't think it changes it at all. I mean, we go through the same math we always go through, maybe you pay a little net more for interest, but on the other hand, you pay less taxes in total. I doubt if it has any material impact..

Sheila Kahyaoglu - Jefferies LLC

Got it. Thank you very much..

Operator

Our next question comes from the line of Matt McConnell from RBC. Your line is now open..

Matthew McConnell - RBC Capital Markets LLC

Thank you. Good morning.

Just to follow up on the transport OEM sales decline, any – are you seeing any change in the portion of your sales that are sole sourced or are their pricing dynamics , or I'll just ask, as most of your biggest content programs are probably seeing increases in production rates, so anything else there that we should be thinking about?.

Kevin M. Stein - TransDigm Group, Inc.

Nothing that I can put my finger on. No changes in chipset content. No change to sole source position. No changes. It's very clear as I look across the business, there's really nothing to report there..

Matthew McConnell - RBC Capital Markets LLC

Okay, great. Thanks. And maybe just another one on tax and how it might impact M&A; is it changing seller expectations in any way? I don't know if private companies are seeing better after-tax cash flow and that changes their willingness to sell.

Is it impacting the M&A market in any way like that?.

W. Nicholas Howley - TransDigm Group, Inc.

This is Nick, Matt. Not in a – I mean, if it is, it's too soon to tell. I suspect – I think that's probably slicing it too thin. I think people by and large make the decisions for sort of more macro issues than that, but it's too soon to tell. But I'd be very surprised..

Matthew McConnell - RBC Capital Markets LLC

Okay. All right. Thanks very much..

Operator

Our next question comes from the line of Seth Seifman from JPMorgan. Your line is now open..

Seth M. Seifman - JPMorgan Securities LLC

Thanks very much, and good morning.

Nick, can you update us on the status of your partnering for success negotiations and when you expect to conclude them?.

W. Nicholas Howley - TransDigm Group, Inc.

Yeah. I mean I can tell you where we stand, which is, we really – there's no great progress going forward. We're in periodic discussions. The contract runs out at the end – Kevin, I want to say calendar year 2018..

Kevin M. Stein - TransDigm Group, Inc.

Yes..

W. Nicholas Howley - TransDigm Group, Inc.

Calendar year 2018, right? Not fiscal year 2018. I suspect there'll be little to report until we get very close to that. And we will still have the issue; if you recall, they typically conclude with a mutual confidentiality agreement which says you can't report a lot anyway..

Seth M. Seifman - JPMorgan Securities LLC

Right. That makes sense. Thanks. And then, on the – it sounded like things were kind of tracking to your expectations in the interior retrofits business.

But I was wondering kind of when you thought you might start to get some better visibility there given that I would think it's one of your aftermarket businesses that has a relatively large backlog relative to sales..

W. Nicholas Howley - TransDigm Group, Inc.

Yeah. I think, as the year progresses, we'll get more visibility on backlog, orders, business, as it splits out. There's a lot that the teams are working on, on retrofits and fleet upgrades that continues to be promising. So, time will tell as the orders are booked and placed. But there's a lot of activity.

I think it's probably safe to say, I mean, we gave some rough guidance in the beginning of the year. We really don't see any need to change that now..

Kevin M. Stein - TransDigm Group, Inc.

That's right..

W. Nicholas Howley - TransDigm Group, Inc.

Yeah..

Seth M. Seifman - JPMorgan Securities LLC

Great. Thanks very much..

Operator

Our next question comes from line of Rajeev Lalwani from Morgan Stanley. Your line is now open..

Rajeev Lalwani - Morgan Stanley & Co. LLC

Good morning, gentlemen. Thanks for the time..

Kevin M. Stein - TransDigm Group, Inc.

Good morning..

Rajeev Lalwani - Morgan Stanley & Co. LLC

Kevin, a question for you on the aftermarket front.

Are you seeing a growing incidence of interactions with Boeing at all as a customer there just given their push to take over some of the maintenance and procurement activities of some of the airlines?.

Kevin M. Stein - TransDigm Group, Inc.

I would say we're not seeing any activity there that is any different from the past. Nothing that I'm aware of..

Rajeev Lalwani - Morgan Stanley & Co. LLC

Okay. That's helpful. And then, just a clarification or a quick question on the tax side. Can you maybe just go over what you're expecting the tax rate to be going forward? I think, before, you're highlighting no real benefit from tax reform, but that seems to maybe have a changed a bit. Maybe I'm just misreading what you guys are highlighting now..

Kevin M. Stein - TransDigm Group, Inc.

Let me try – at least, I'll just answer the cash. And, Jim, you can answer the rest of it. I think, as we said, we expect $20 million extra cash this year in 2018. So, that's one clear benefit. And, Jim, do you want....

James Skulina - TransDigm Group, Inc.

Yeah.

I mean, is your question 2018 or 2019 going forward?.

Rajeev Lalwani - Morgan Stanley & Co. LLC

Yeah, more of the rest of fiscal 2018 and then just on a go-forward basis of 2019 and beyond, both tax rate and maybe from a GAAP perspective and then a cash perspective..

James Skulina - TransDigm Group, Inc.

It's a little bit hard to forecast 2019 and forward. All the regulations aren't yet fully defined. We believe it's going to be slightly higher than the statutory rate of 21%. The interest rate cap of 30% EBITDA kicks in, in 2019 to 2021. That's going to be – that's the piece you should probably take a look at that will impact us the most.

But it's still going to be down from where it has been historically. So, it's still going to be positive for TransDigm. So – if you're going to – for planning purposes, slightly higher than the statutory rate of 21% is what I suggest you use..

W. Nicholas Howley - TransDigm Group, Inc.

And I think it's safe to say, Jim, that we will be reasonably significantly (00:39:59), correct..

James Skulina - TransDigm Group, Inc.

Versus what it would have been otherwise..

Rajeev Lalwani - Morgan Stanley & Co. LLC

Thank you, gentlemen..

Operator

Our next question comes from line of Ken Herbert from Canaccord. Your line is now open..

Kenneth George Herbert - Canaccord Genuity, Inc.

Hi, good morning, everybody..

Kevin M. Stein - TransDigm Group, Inc.

Good morning..

Kenneth George Herbert - Canaccord Genuity, Inc.

I just wanted to ask first, on the defense side, I mean, you highlighted or called out some really strong bookings for both the OE and the aftermarket.

Can you just remind us again maybe how the business splits on the defense between OE and aftermarket or maybe what portion of your sales are book and ship? I mean, it sounded like you were clearly not wanting to get too excited about the bookings, specifically, as it relates to the second quarter.

But how should we think about this from a timing standpoint or the business mix?.

Kevin M. Stein - TransDigm Group, Inc.

So, you asked a few things there. Let me – just to – for the split of OEM and aftermarket for defense business, it about splits like the rest of our business, 40%, 60%; 45%, 55% about on with the rest of the business of OEM being slightly less than the aftermarket..

W. Nicholas Howley - TransDigm Group, Inc.

What were the follow-up pieces to your question again? Can you repeat those?.

Kenneth George Herbert - Canaccord Genuity, Inc.

Just how much of the businesses is book and ship perhaps or what's the timing with the really strong bookings because it sounded like you were a little cautious about direct read-through to the second quarter?.

Kevin M. Stein - TransDigm Group, Inc.

Well, I do that because sometimes we give more – we try to give some bookings guidance and there's always confusion about when that will come in. We book – we allow our businesses to place orders that – or put orders into the booking system that are due in the next two years.

So, on the defense side, you have a lot more planning into the future on both the OEM and aftermarket side. So, I was cautious that I wouldn't expect Q2 to go up some dramatic number. We're confident with our guidance on the defense side, and we see the opportunities coming in and the order book seems to support that.

That's – it's just caution as well as the timing of defense orders and when they're due to be shipped..

Kenneth George Herbert - Canaccord Genuity, Inc.

Okay..

W. Nicholas Howley - TransDigm Group, Inc.

Yeah. I think, Kevin, we don't know that we can draw any conclusion versus our year yet other than it's – you got to look at it as a positive rather than – it's a kind of a favorable data point..

Kenneth George Herbert - Canaccord Genuity, Inc.

Yeah. And if I could just one on the commercial aftermarket, I'm just curious with the OEM sort of getting maybe a little bit more aggressive on the aftermarket airframe OEMs.

Has anything changed in your thinking or philosophy around distributors and maybe the types of distributors you use or for your aftermarket business going direct versus distributors?.

Kevin M. Stein - TransDigm Group, Inc.

We use distributors significantly in aftermarket. That is something that I think will continue. We always evaluate our relations on a business unit by business unit. But as a company, TransDigm, we do not direct our business units what to do. They have that local autonomy that we encourage as a key part of our culture.

So, they make decisions on what's best for their business. The major distributors that we track and sometimes report on, they only make up 25% to 30% of our business. So, we already take a considerable amount of our aftermarket business direct.

So, moving distributors is a small part of the aftermarket business and is really up to the individual business units to decide on. That's what we see and how we drive the business..

Kenneth George Herbert - Canaccord Genuity, Inc.

Perfect. Thank you very much, Kevin..

Kevin M. Stein - TransDigm Group, Inc.

Sure..

Operator

Our next question comes from the line of Michael Ciarmoli with SunTrust. Your line is now open..

Michael Ciarmoli - SunTrust Robinson Humphrey, Inc.

Hey. Good morning, guys. Thanks for taking the question..

Kevin M. Stein - TransDigm Group, Inc.

Good morning..

W. Nicholas Howley - TransDigm Group, Inc.

Good morning..

Michael Ciarmoli - SunTrust Robinson Humphrey, Inc.

Nick, I may have missed this. But did you give details on the commercial aftermarket bookings? I know you talked about the strength in defense on the OE and aftermarket.

But any color on how the commercial aftermarket trended in the quarter?.

W. Nicholas Howley - TransDigm Group, Inc.

Yeah. The bookings – we didn't talk about it. The bookings are – we didn't give a specific number. But the bookings are coming in ahead of the revenues....

Kevin M. Stein - TransDigm Group, Inc.

The book-to-ships is up..

Michael Ciarmoli - SunTrust Robinson Humphrey, Inc.

Okay, okay. And then, just sticking with the aftermarket, we're seeing a lot of provisioning strength in the marketplace on some of the newer platforms. You obviously had a good growth this quarter. I know you're hesitant to change anything for the rest of the year.

But are you seeing any – on some of your products where you have positions on those new airframes? Are you seeing any provision-related growth in that aftermarket?.

Kevin M. Stein - TransDigm Group, Inc.

No. Generally speaking, provisioning – initial provisioning is not a significant piece for us. And so, we don't see provisioning as a headwind or a tailwind to any given quarter or year..

Michael Ciarmoli - SunTrust Robinson Humphrey, Inc.

Got it. That's helpful. And then, just last one.

Any color on the defense booking strength, specific product lines or platforms?.

Kevin M. Stein - TransDigm Group, Inc.

It's largely spread across our business units as well. In the past, we had called out a unit here or there that had significant bookings in a quarter, and that's not been the case. It is nicely spread both on the bookings and shipments across all of our business units – or most of our business units, I should say. And so, it's nicely spread.

It's not due to one program or one product or one company..

Michael Ciarmoli - SunTrust Robinson Humphrey, Inc.

Got it. Perfect. Thanks a lot, guys. I'll jump back in the queue..

Operator

And our next question comes from the line of Gautam Khanna from Cowen and Company. Your line is now open..

Gautam Khanna - Cowen & Co. LLC

Thanks. Good morning. Nick, can you comment on your comfort with leverage here? Just in terms of – in the past, I think you've talked about willingness to go to seven or eight times for the right acquisition.

Is that still your level of comfort given tax reform in the market and where we are in the cycle?.

W. Nicholas Howley - TransDigm Group, Inc.

I don't think the tax reform changes my view on that. I mean, the fundamental question – the fundamental issue there is that debt is very substantially cheaper than equity on an after-tax basis.

And to the extent you're comfortable carrying it, which a business like this should with its stability you ought to be very biased on the debt side, if you want to maximize the equity return. I don't think the tax law changes that. I think it's a fairly small tweak in the calculus there.

What was the other question? On the leverage level, I would say, as a practical matter, in the marketplace, you've been limited to around seven times in the last probably year or so. That may be loosening up a little bit, but it's too soon to tell..

Gautam Khanna - Cowen & Co. LLC

Okay. And you mentioned an active M&A pipeline. Are you seeing larger properties than that pipeline that's in your criteria....

W. Nicholas Howley - TransDigm Group, Inc.

I would say more are typical size range of stuff..

Gautam Khanna - Cowen & Co. LLC

Okay..

W. Nicholas Howley - TransDigm Group, Inc.

I can't say there's any – I can't say there's disproportionately large group of candidates..

Gautam Khanna - Cowen & Co. LLC

Got it.

And is it mostly private or there are also some public?.

W. Nicholas Howley - TransDigm Group, Inc.

All of the above..

Gautam Khanna - Cowen & Co. LLC

Okay..

W. Nicholas Howley - TransDigm Group, Inc.

Which does not – as I say all the time, predicting closing rates or closures is very difficult..

Gautam Khanna - Cowen & Co. LLC

Understood. Last one for you, Nick. Maybe you could just talk a little bit about your plans, this comp agreement that goes a number of years and just what do you see kind of in the next five years do you expect to be with the firm and in the same role or if any of your thoughts have evolved on that..

W. Nicholas Howley - TransDigm Group, Inc.

Yeah. I don't think my thoughts have changed from all the things I've shared with people.

As you know, I have a contract that runs out through 2019, and that contemplates at some point I would transition into a role like, say, an Executive Chairman that would be probably maintain a reasonable amount of responsibility for capital allocation, M&A activity and things like that. I don't think my thoughts have changed on that.

I'm in no hurry to get out of here and no hurry to disengage..

Gautam Khanna - Cowen & Co. LLC

Thanks a lot, guys..

Operator

Our next question comes from the line of Hunter Keay from Wolfe Research. Your line is now open..

Hunter K. Keay - Wolfe Research LLC

Hi. Thank you. Good morning..

Kevin M. Stein - TransDigm Group, Inc.

Good morning..

Hunter K. Keay - Wolfe Research LLC

Good morning.

How do you think about the risks and the opportunities prevented from Boeing potentially forming a JV with Embraer?.

Kevin M. Stein - TransDigm Group, Inc.

I don't -- I can't really assess that. I don't see whether there's any being particular impact us to that. Embraer is one of many customers for airplanes, not disproportionately large or small..

Hunter K. Keay - Wolfe Research LLC

Okay..

Kevin M. Stein - TransDigm Group, Inc.

I think probably is always risky, but I'll say it anyway. I think we – our content with Canadair is larger than our content in Embraer. Just to put it into context. But Embraer is a good....

W. Nicholas Howley - TransDigm Group, Inc.

Good account..

Kevin M. Stein - TransDigm Group, Inc.

Good account – good partnership we have..

Hunter K. Keay - Wolfe Research LLC

I got you. And then, Nick, last time where you said – last May, you talked about there have been no growth – real growth in commercial aftermarket revenues in terms of pricing – X pricing over the last few years. It's early in the year obviously.

But given the start you're off of 10% commercial aftermarket revenues and the way you just said about bookings being up more than that, are you hesitating to raise the guide even they are suggesting it's obviously impossible? But are you hesitant – you raised the guide so soon because maybe you are seeing some pricing improvements and you haven't seen that in so many years that you're hesitant to sort of bank on it?.

W. Nicholas Howley - TransDigm Group, Inc.

All of it. I never said we weren't seeing pricing improvements..

Hunter K. Keay - Wolfe Research LLC

I thought you're saying that there was no growth like X pricing or whatever it was last May?.

W. Nicholas Howley - TransDigm Group, Inc.

What I said is across the industry. What I said is, last year, we went through a road show and also posted it up on our website a look at the organic growth across the industry and for ourselves, and we concluded that, over the last five years, if you strip out price, the commercial aftermarket in total growth was de minimis.

I guess that's what you're referring to..

Hunter K. Keay - Wolfe Research LLC

Yes. I guess I misinterpreted that, but....

W. Nicholas Howley - TransDigm Group, Inc.

I don't – just to be clear – I don't think we ever said that there was particular pricing pressure..

Hunter K. Keay - Wolfe Research LLC

Okay..

W. Nicholas Howley - TransDigm Group, Inc.

It was the underlying real growth and we saw that across the whole industry when we went through all the public comps of our competitors. I would say 10% is obviously better than that. The prices aren't up 10%. So that's obviously is real growth. And are we a little wary because of the volatility in the last three or four years? Yeah, we are.

Hopefully, that's not to say that we would very much like to be wrong, and I think we feel quite comfortable with our guidance. And as I said, if it hangs in pretty well, it wouldn't surprise me if we bumped it up next quarter..

Hunter K. Keay - Wolfe Research LLC

I got it. Thank you very much..

W. Nicholas Howley - TransDigm Group, Inc.

But we're reticent – as we said at the beginning of the year, unless our guidance changes outside of the ranges, we're going to stick with our original guidance until we think we have a material change..

Hunter K. Keay - Wolfe Research LLC

Okay. Thank you..

Operator

Our next question comes from the line of Drew Lipke from Stephens. Your line is open..

Drew Lipke - Stephens, Inc.

Yeah. Good morning. Thank you for taking my question. Maybe just sticking on that last point there and to your commentary last May about traffic no longer really driving after market volume just due to the impact of younger aircraft.

I'm curious, if you look at the number of aircraft that are reaching five years in service, maybe just using that as a proxy, you know it kind of points to double-digit growth in calendar 2017, high-single digit growth in 2018 and 2019. And I think the ultimate conclusion from that was that the aircraft coming on lease was a bigger factor.

So it seems like we should be seeing that now.

And I'm curious, are you seeing that come to fruition or not and can you just kind of talk around that a little bit?.

Kevin M. Stein - TransDigm Group, Inc.

I think you saw the quarter. I would say – and I just want to emphasize, one quarter – one data point doesn't make a trend. But, obviously, what we saw in the first quarter, we view it as a positive..

Drew Lipke - Stephens, Inc.

Okay. Yeah, I was just thinking....

Kevin M. Stein - TransDigm Group, Inc.

I also think as we went through this last year, I don't think this is something that changes rapidly. This age of the – this aircraft over percent (53:48) less than five years and over five years, that doesn't make a step change that sort of a gradual thing is it changes.

It'll change fastest if the production rates drop off, that doesn't mean we're cheerleading for production rates to drop off. But, just mathematically, that'll happen. But I think you have to look at the first quarter as a good data point..

Drew Lipke - Stephens, Inc.

And I think you guys always talk about rolling four quarter averages for your commercial aftermarket organic growth. And I think the last four quarters it's been kind of 4%, and that includes price.

And so, I mean, maybe is that a reason that we should point to for the mid-single digit growth maintaining for fiscal 2018 for that guidance?.

Kevin M. Stein - TransDigm Group, Inc.

I think we gave you the guidance for the year and I think we're telling you is that's the guidance we continue to stick with. If we see – if we get more data points that would make us think differently, then we'd likely adjust it, but as of right now, I think we're comfortable just staying with it..

Drew Lipke - Stephens, Inc.

Okay.

And then just a quick one maybe for Jim; it looks like you restated the December 2016 adjusted EBITDA and adjusted earnings lower and I wasn't quite clear in the release as to why that was, perhaps I missed it, but can you just talk through that a little bit?.

Kevin M. Stein - TransDigm Group, Inc.

Oh, from Q1?.

Drew Lipke - Stephens, Inc.

Yes.

2016, fiscal 2017?.

James Skulina - TransDigm Group, Inc.

All right. Yeah. Basically what we did – from Q1 of 2017, we basically aligned our EBITDA As Defined with our credit agreement. All right? So, when we report EBITDA As Defined, the As Defined is basically per our credit agreement, we found a disconnect in that we were including the FX adjustments for revaluating the balance sheet.

So we went back and corrected that..

Kevin M. Stein - TransDigm Group, Inc.

In both periods..

James Skulina - TransDigm Group, Inc.

In both periods, so that we had apples-and-apples, correct..

Drew Lipke - Stephens, Inc.

Okay. That's helpful. Thanks, guys..

Operator

Our next question comes from the line of Peter Arment from Baird. Sir, your line is now open..

Peter J. Arment - Robert W. Baird & Co., Inc.

Yeah. Thanks. Good morning, everyone..

Kevin M. Stein - TransDigm Group, Inc.

Good morning..

Peter J. Arment - Robert W. Baird & Co., Inc.

And Nick, just a quick one on the defense bookings or I guess the environment. Looks like we're going to get another CR extended out into March.

Are you guys seeing any impact from that or when would you start to feel an impact if it got extended again?.

W. Nicholas Howley - TransDigm Group, Inc.

I don't – you know, by the time that dribbles down to our level of buy, it's awful hard to see. I would be surprised if we see much..

Kevin M. Stein - TransDigm Group, Inc.

But the truth is that's going to dribble its way, way down the waterfall before it gets to our waters..

Peter J. Arment - Robert W. Baird & Co., Inc.

Okay..

Kevin M. Stein - TransDigm Group, Inc.

I don't see much change at least now. If you made some assumptions, it's going to be a substantive dislocation in defense spending and we start to see that, but I don't see people saying that..

Peter J. Arment - Robert W. Baird & Co., Inc.

Okay. Great. And then, just a quick one, Jim, a clarification. You said net leverage by the end of the year if you did no M&A or any sort of cash to shareholders..

James Skulina - TransDigm Group, Inc.

It was 5.6% to 5.8%..

Kevin M. Stein - TransDigm Group, Inc.

Which is what we said at the beginning of the year..

W. Nicholas Howley - TransDigm Group, Inc.

So, no change..

Peter J. Arment - Robert W. Baird & Co., Inc.

No change. Okay. Thanks again, Nick..

Operator

Our next question comes from line of David Stratton from Great Lakes Review. Sir, your line is now open..

Kevin M. Stein - TransDigm Group, Inc.

Hello.

Is anyone there?.

Operator

David Stratton, your line is now open..

W. Nicholas Howley - TransDigm Group, Inc.

Hello?.

Kevin M. Stein - TransDigm Group, Inc.

Hello?.

David M. Stratton - Great Lakes Review

Can you hear me now?.

Kevin M. Stein - TransDigm Group, Inc.

Yes..

David M. Stratton - Great Lakes Review

Okay. Sorry about that.

The question was, given your credit swaps, what do you estimate is the percentage of your fixed debt to total debt?.

James Skulina - TransDigm Group, Inc.

It's about 74%, 75% fixed..

W. Nicholas Howley - TransDigm Group, Inc.

Yeah....

James Skulina - TransDigm Group, Inc.

Thanks to our collars..

David M. Stratton - Great Lakes Review

Right. And then given that LIBOR is increasing.

At what point, do you get away from that derivative base protection and transition your balance sheet to more fixed rate debt in general?.

Kevin M. Stein - TransDigm Group, Inc.

You're talking about now a future philosophy, correct? Not where it exists now?.

David M. Stratton - Great Lakes Review

Right, exactly, if you continue to raise the interest rate?.

Kevin M. Stein - TransDigm Group, Inc.

We'd – I would say we just have to evaluate that, as the situation comes up. I'm very, very to speculate on what we're doing in different capital market conditions until we see them..

David M. Stratton - Great Lakes Review

All right. Thank you..

Kevin M. Stein - TransDigm Group, Inc.

As of right now, interestingly enough, though the LIBOR is rising, essentially the spread on our debt for variable debt is dropping..

W. Nicholas Howley - TransDigm Group, Inc.

This is so far such that the net interest paid isn't changing..

Operator

And I'm currently showing no further questions. I would now like to turn call back to Ms. Liza Sabol for any further remarks..

Liza Sabol - TransDigm Group, Inc.

We just want to thank everyone for calling in today, and that concludes this morning's earnings call..

Operator

Ladies and gentlemen, thank you for participating in today's conference. This concludes today's program, and you may all disconnect. Everyone, have a great day..

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