Good day, ladies and gentlemen, and welcome to the Q4 2018 TransDigm Group Incorporated Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. As a reminder, this conference is being recorded. I would now like to introduce your host for today's conference, Liza, Investor Relations. Ma'am, you may begin.

Thank you, and welcome to TransDigm's fiscal 2018 fourth quarter earnings conference call. Presenting on the call this morning are TransDigm's Executive Chairman, Nick Howley; President and Chief Executive Officer, Kevin Stein; and Chief Financial Officer, Mike Lisman. A replay of today's broadcast will be available for the next week and dial-in information can be found in this morning's press release or on our website at transdigm.com. It should also be noted that our Form 10-K will be filed this Friday. Before we begin, the company would like to remind you that 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 on our website or at sec.gov. We'd 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 for a presentation of the most directly comparable GAAP measures and a reconciliation of EBITDA, EBITDA As Defined, adjusted net income, and adjusted earnings per share to those measures. I will now turn the call over to Nick.

Good morning, and thanks, everybody, for calling in. Today, as usual, I'll start with a few summary comments on our consistent strategy, then a little bit on 2018, 2019. I'll make a few comments on the Esterline deal that we recently announced. Kevin and Mike will review the business performance for 2018 and the outlook for 2019. I'd also like to point out that Mike Lisman here will be batting third today in his first big league start, so congratulate him. To reiterate, we believe our business model is unique in the industry, both in its consistency and its ability to create intrinsic shareholder value through all phases in the cycle. To summarize why we believe that, about 90% of our net sales were generated by proprietary products and over three-quarters of our net sales comes from products for which we believe we are the sole source provider. Most of our EBITDA comes from aftermarket revenues which typically have higher margins and provide relative stability through the cycles. Our long-standing goal is to give our shareholders private equity-like returns with the liquidity of a public market. To do this, we have to stay focused on both the details of value creation as well as careful allocation of our capital. We follow a consistent long-term strategy. Specifically, we own and operate proprietary aerospace businesses with significant aftermarket content. Secondly, we utilize a simple, well-proven value-based operating methodology. Third, we maintain a decentralized organization structure and a unique compensation system closely aligned with shareholders. Fourth, we acquire businesses that fit our strategy and where we see a clear path to PE-like returns. And lastly, our capital structure and allocation is a key part of our value creation methodology. Fiscal year 2018 was another good year for TransDigm. Revenues were up 9% and…

Thanks, Nick. As you have seen, we had a strong fourth quarter to end another good year. Mike will provide more details on the financials, but our fourth quarter and year-to-date operations, revenue and EBITDA As Defined were up nicely over last year. Q4 GAAP revenues were up 14% versus prior year Q4 and up 9% versus prior year-to-date. EBITDA As Defined margin ran close to 50% of revenue in both periods. Now let's review our revenues by market category. For the remainder of the call, I will provide color commentary on a pro forma basis compared to the prior year period in 2018. That is assuming we own the same mix of businesses in both periods. Please note this analysis excludes the recent acquisition of Kirkhill, which will be included going forward in 2019 for comparison purposes. In the commercial aftermarket, which makes up close to 70% of our revenue, we will split our discussion into OEM and aftermarket. In our commercial OEM market, Q4 revenues increased approximately 6% when compared with Q4 of fiscal year 2017 and were up 1% for the full year. Commercial transport OEM revenues which make up the majority of our commercial OEM business were up slightly in Q4 when compared to the prior year period. Bookings in the quarter were encouraging and make us cautiously optimistic. Hopefully we will have turned the corner and the softness we have experienced this year in the commercial OEM space primarily due to wide-body weakness is behind us. As we have previously stated, commercial transport OEM sales can fluctuate from time to time, but at its core, our shipset content remains robust so any softness is simply timing related. Business jet and helicopter OEM revenues make up around 20% of our commercial OEM revenues. In total, year-to-date…

Thanks, Kevin. I'll recap the financial highlights for the fourth quarter, the full year, and then also our 2019 guidance. Fourth quarter net sales were $1.05 billion, up about 14% from the prior year. Organic sales were up 7.7%. The balance of the sales increase came from the three acquisitions that Kevin discussed. Gross profit margin of 56.9% was strong despite the dilutive impact from acquisition mix and higher acquisition related costs. Our GAAP EPS from continuing operations was $4.14 per share in the current quarter compared to $2.21 per share last year. Our adjusted EPS for the quarter rose 28% to $4.44 per share. Adjusted earnings per share in the quarter include $0.69 of favorable impact from the enactment of tax reform. Excluding the favorable tax impact, current earnings per share of $3.75 would be an increase of 8% over the prior year. Since this is our fiscal year end, let me take a minute to quickly summarize some significant financial items for the 2018 fiscal year. Net sales increased 9% to end the year at $3.8 billion in total revenue. Organic sales were up 5.5%. Reported gross profit increased 10% to $2.18 billion and was 57.1% of sales compared to 56.6% in the prior year. As called out on the slide comments, we netted to one-half point of gross margin improvement for the year, despite approximately one full point of margin dilution from acquisition related impacts. Interest expense increased by approximately $60 million, up 10% versus the prior year. During the year, we added $1.2 billion of incremental debt, $700 million of term loans and $500 million of subnotes and the higher interest expense reflects this new debt. Our weighted average cash interest expense was 5.1% and the average LIBOR rate for the period was approximately 1.8%. Next,…

Thanks. Before we open the lines, we'd like to ask you to limit your questions to two per caller and then reinsert yourself into the queue if you have additional questions left. Operator, we are now ready for Q&A.

Thank you. Our first question comes from Myles Walton with UBS. Your line is now open.

Thanks. Good morning.

Good morning.

Hey, was wondering, maybe, Mike, to start off on the interest, is there interest income that's embedded in that assumption of $745 million? You're carrying an unusually large or presumably carrying an unusually large balance of cash through the course of the year.

That's right. We have embedded a small amount of interest income in that calculation.

Okay. And, Nick, how should we think about your capital deployment strategy over the next 6 to 12 months as Esterline's going through the system. It's obviously a big deal out there in the horizon. Should we anticipate you doing relatively de minimis capital deployment over that period of time?

Yeah, I don't want to answer for the next 6 to 12 months because I don't know what's going to develop there. I would say for the next few months, we still have a reasonably active M&A process. We still see a fair amount of deals, mostly small to medium. I think we'll just evaluate this as the year goes on. I mean, we're – because we also are going to have to decide how much of the $3.7 million committed financing to draw and how much of our cash to use, and I think we'll let the clock run a little bit before we make those calls. But as you know, if we decide we have extra cash, we're not going to sit on it very long.

Okay. All right. Great. Thanks. I'll leave it at two.

Thank you. Our next question comes from Robert Spingarn with Credit Suisse. Your line is now open. Robert M. Spingarn - Credit Suisse Securities (USA) LLC: Good morning.

Good morning.

Good morning. Robert M. Spingarn - Credit Suisse Securities (USA) LLC: So, Mike, with the figures you just gave us, it looks like adjusted EBITDA 2019 growth is around 10%, if I have that right. And I wanted to get a sense – I don't know if this is for you or for Nick – how you think Esterline maps against that on a longer term basis?

Yeah, I think we don't own this yet, Rob, and I think we're not going to make a forecast there. I think you know what the 2018 numbers are. I think we told you, you have a rough idea what we're paying and a rough idea of how we're going to finance it and you know that we look for a PE-like return so you can sort of solve back into something there. I will say probably ramps up a little slower than we might see in other situations. Robert M. Spingarn - Credit Suisse Securities (USA) LLC: Okay. And then just a separate question then, Nick, on the portfolio. There's been a lot of defense awards. Your numbers were quite strong here in the quarter on defense. So, first, if you could touch just again on the volatility in that number and the strength of the back end of the year, is that timing? And then on some of these new awards, I'm speaking about the trainer, the new helicopter, the MQ-25, how does TransDigm look positioned on those various programs? And again, on Esterline, if you can, how are they positioned?

Nick, you want to take the -

I'll take the Esterline ones. I think this has been – I know it has. They've said publicly. The trainer, they have a pretty good position on that. The Joint Strike Fighter, they have a pretty good position. I don't know the answer on the other ones. So I can't answer it. Robert M. Spingarn - Credit Suisse Securities (USA) LLC: Kevin, I should have asked you as well.

Yeah. And the TransDigm, why don't you take the TransDigm question, the volatility and the (30:44).

So, for TransDigm, I think we are involved in the helicopter replacement programs for military, for commercial, the trainer programs around the world, we're involved in these. I can't comment on how significantly one way or the other, but we are involved. We continue to focus on this segment and continue to try to win more than our fair share. Robert M. Spingarn - Credit Suisse Securities (USA) LLC: Okay. Thank you.

Thank you. Our next question comes from Carter Copeland with Melius Research. Your line is now open.

Hey, good morning, Nick and Kevin, and welcome, Mike.

Good morning.

Yeah.

Two quick ones from me. Kevin, on the comments around the defense strength, I'm not sure if you can answer this, but do you have any insight or color on whether or not those are spares being used or if that you're seeing inventory stocks kind of build back up? I don't know if you can tell by where you ship or what the orders look like, if you're seeing any of a restocking impact there. And the second one I just sort of wondered if you had any tariff impacts to speak of on any of the subcomponent purchases you guys do for any of the businesses. Thanks.

So first off, I'll comment on the tariff piece. We've looked at this across the ranch and we really haven't seen anything material as of yet on tariffs, imports, and quite frankly, we don't have anything material included in our fiscal year 2019 plan as we go forward. So on the tariff side of it, I think we have that covered today. What was the first question, again? Can you repeat that?

Are you seeing, in the military strength, can you tease out of the numbers that there's any sort of inventory restocking there?

I cannot. I would assume there's something going on there, but it's just an assumption. I can't tell by locations. We are seeing strength in defense aftermarket as I commented on and some movement on the defense OEM side, but certainly more growth on aftermarket. But where it's actually going, is it going on a shelf, is it being placed for inventory for usage later, is it going to repairs today? I can't really comment. I don't know.

Yeah, I get it. It's a tough characterization. I just wanted to see if you had any insight. But no problem. Thanks for the color, as always.

Thanks.

Thank you. Our next question comes from Gautam Khanna with Cowen & Company. Your line is now open. Gautam Khanna - Cowen & Co. LLC: Thanks, guys. Good morning. I was wondering if you could give us any sort of in the weeds color on the commercial aftermarket, maybe by geography or – I know you gave it to us by biz jet versus commercial aero, anything you can give – distribution versus direct to airline MRO or any differences by region that you've noticed, any potential slowdown in China makes that... (34:17).

I don't look at commercial aftermarket by region as a first slice. We gave the submarkets and the pieces that make up the commercial aftermarket. I know that there's concern about a slowdown in the second half there. I think we ran – as we stated, we ran pretty hot in the first half. We were happy that, as the year closed out, we ran ahead of our initial guidance of mid-single-digits and ended up high-single-digits. Beyond that, I don't know what else to offer except across the ranch, we're booking okay in the aftermarket segment, so we are still optimistic as we look forward. Gautam Khanna - Cowen & Co. LLC: Okay. And as my follow-up, I was wondering if you could give us sort of an early read postmortem on the Kirkhill integration. And I know that was part of the reason you had confidence in the ESL acquisition. So if you could talk about some of the improvements you guys have brought to Kirkhill since you've owned it.

Our focus at Kirkhill has been operational in improving on-time delivery and customer satisfaction. So that's been our overwhelming focus with the business. We have seen head count come down. We have seen improvement in the business. We don't get into the specifics of that but to say that we've been encouraged and it's performing well against our acquisition model and did keep us or make us more interested in the Esterline move that we made. So beyond that, I think that's all I can comment on. Gautam Khanna - Cowen & Co. LLC: Thank you.

Sure.

Thank you. Our next question comes from Robert Stallard with Vertical Research. Your line is now open.

Thanks so much. Good morning.

Good morning.

Good morning.

Kevin, you mentioned a couple of risks to your aftermarket forecast for 2019, FX and oil specifically. Have you seen these issues having any impact on your airline customer and, say, their utilization of older aircraft as yet?

No. In fact, you've seen from the numbers that retirements are down. So I haven't seen that. I'm just commenting that these things could creep in in the future and have an impact. But as of yet, tariffs, nothing material. Fuel, cost increases at airlines haven't seen any anything material in changes to performance or behavior.

Okay. And then on another topic, on the Esterline, proposed Esterline acquisition, have you had any public feedback from your customers as to what they think of this deal?

It's going through the regulatory process, and I just don't want to comment on that. We have reached out and talked to all our customers and, by and large, what we get back is positive. But it's going through a process.

All right. Thanks (37:38).

Thank you. Our next question comes from Seth Seifman with JPMorgan. Your line is now open.

Thanks very much, and good morning.

Good morning.

Good morning. Just wanted to touch on the aftermarket forecast for 2019 and kind of the level of confidence you have versus the past. It seemed like last year you tried to take a little more conservative tack and this year certainly we see underlying strength in the end market, but right now, it looks like organic aftermarket is running kind of mid-single-digit on mid-single-digit comps and then we go into the first half and we've got kind of – it seems like we should be accelerating on higher comps. And so, I guess, do you have visibility into the first half that allows you to see that, or should we expect the growth rate to be second half weighted?

Obviously, we gave guidance that said we would be in the mid- to high-single-digits for commercial aftermarket. We have confidence in that because that's what our teams roll up to us. We do a bottoms-up roll-up for the planning process and see how that fits into the different market segments. So I have the confidence that my teams believe this as well as that's what we see in our order book going forward. So I think we're confident, otherwise we wouldn't have put it out there and that's what our teams believe we will see in the coming year. And I would say teams are generally directionally correct. Things may move one bucket to another, but we have a track record, I think, internally of hitting what we say we're going to do. So I have the confidence in the teams and that's where it comes from that we come with a mid- to high-single-digit guidance around commercial aftermarket growth for 2019.

Great. Thanks. And then the follow-up, just following up on some of Rob's last question, OEMs have been fairly vocal in the past about the contractual remedies they have to move work in the case of acquisitions. Are you taking some of that into account as you do your forecast for Esterline?

You mean the people pull work away (40:00)?

Yeah, exactly.

We wouldn't expect that to happen. It's never predict the future, but we wouldn't expect that to happen. And there weren't any consents required to close this either.

Okay. Great. Thank you.

Sure.

Thank you. Our next question comes from David Strauss with Barclays. Your line is now open.

Thanks. Good morning. Thanks for taking the question.

Good morning.

Good morning.

I wanted – hey, guys. We can come pretty close to backing into it, but I guess I just want to ask about the implied free cash flow growth in 2019. Are you looking roughly in line with the 10% adjusted EBITDA growth, given that free cash flow grew well ahead of adjusted EBITDA in 2018?

I think on the free cash flow forecast for the year, we hope we're being slightly conservative as we were last year. But as we said in the comments, we hope to generate about $1 billion of cash on the balance sheet during the course of the year.

Okay. So roughly, Mike, right around $1 billion in free cash flow?

That's right.

Yeah.

Okay. All right. And then on Esterline, just to try and put a little bit of finer point on that. I think Rob had asked about the adjusted EBITDA or the EBITDA growth you're expecting. When you model these things, I think, Nick, you've talked about growing, you modeled – typically model to hit your IRR, EBITDA doubling over a five-year period. Is that roughly what you're looking at here for Esterline?

Well, I think there's a couple – one, as you know, David, I don't want to comment on that. I probably said as much as I can say. And it also wouldn't surprise me if we had some asset dispositions along the way, so it's not as straight a shot and I think that's about as much as I can say. We feel, for the price we pay, you can pretty well sort of assign a typical kind of leverage we use to it to get the equity, solve it back with a constant – without any arbitrage and get an EBITDA that solves you back to a PE kind of return and I think you get a pretty good idea what that is.

So, yeah, just somewhere in the 20%-plus kind of IRR range? That's what you're looking for?

About as much as I want to talk about.

Okay. Thought I would try. All right. Thanks, guys.

You can do the math.

Yeah, I've done the math. It looks pretty good. Thanks.

That's right, David, I think you know the answer.

Thank you. Our next question comes from Sheila Kahyaoglu with Jefferies. Your line is now open.

Good morning, guys and thank you.

Good morning.

Nick, just to elaborate on Seth's question a little bit more, you mentioned contractual situations in your prepared remarks and level of U.S. employment. I was wondering if you could expand upon those, if at all.

Sheila, I lost you in the middle. I couldn't get you.

Yeah. You kind of faded out, Sheila.

Yeah.

I always fade out on these calls, and I'm yelling, trust me. You mentioned contractual situations and U.S. employment in your prepared remarks. Can you just elaborate on that?

Yeah, I'll take them in inverse order. There's a fairly high percent of non-U.S. employment and our view is that's probably going to be a little tougher to get the productivity out of than typically in the U.S. businesses. So that tends to make us pretty conservative on that. Hopefully we're quite conservative, time will tell. On the contracts, there is some number of, what I call, TINA contracts, that's government price controlled contracts or price controlled. And though not a terrible high amount of them but there's also some LTAs in there with different customers that are less attractive than we'd like to see and we just got to live with them. They'll burn off, but it might be four, five years before they do.

Okay. Understood. That's helpful. And then, Kevin, if I may. You mentioned helicopter and biz jet OE, I think, were up mid-teens. If it's 20% of the commercial OE business, kind of how do you – it implies that the transport or commercial OE business was down slightly in the year. Kind of what improves in 2019 in your assumptions and how sustainable is the helicopter and biz jet strength?

Yeah, good question. I look at the market segment the same way you do. We have strong bookings as we look out into the future on the OEM side and we had strong booking growth. But I, as well as you, am cautious about business jet and helicopter because I think some of the fundamentals are still not yet as strong. But I will ship the orders as they come in but I don't have any more guidance beyond it. We have a decent order book going into next year and that's the guidance we've given on the helicopter, biz jet. But again, market fundamentals don't seem like they're so much better. Do you get what I mean there? I mean we're not seeing taking off and landings cycles in biz jet really growing. It seems to have stalled out at 1% growth a year. Yeah, it's growing but it's not as exciting. So as I look forward, we have confidence in the 2019, but it wouldn't surprise me if some things move around there.

Okay. Got it. Thank you very much.

Thank you. Our next question comes from Michael Ciarmoli with SunTrust. Your line is now open.

Hey. Good morning, guys. Thanks for taking the questions here.

Good morning.

Maybe Kevin, just – good morning – just to stay on the commercial OE, if I'm looking at the outlook for next year, low- to mid-single-digits, you've got a lot of rate increases on the narrow-bodies, the 787, the 350, some of the pressure on the wide-body debate. And obviously you just talked maybe fundamentals aren't as strong as you think on helicopters and biz jet. I would have thought the growth rate would have been higher with some of those larger platforms, not seeing as many declines and the narrows ramping. Is it more just conservatism on the biz jet and helicopters, or was there a lot of product in the channel for the rest of the commercial OE transport side?

I think we hope we're conservative in our guidance here. I don't have anything additional on the split. We saw some commercial transport OEM growth in commercial transport sector. We saw some growth when you factor out biz jet helicopter on OEM. So the second half of the year, it started to pick up on the bookings side on OEM. I think we're comfortable with low- to mid-single-digit percentage up. And if the wide-bodies continue to turn around, we might prove to be conservative here. Again, our shipset consent has not changed. We're still continuing to expand our shipset content as we go through the years. So we've not seen any departure here, so it has to be timing related. And it will come out as the orders come to us. I don't have any additional visibility than you have except to say that in the second half of the year our bookings on commercial transport OEM picked up quite a bit in the second half of the year.

Got it.

Does that answer your question?

That does. That's helpful. And then maybe just a follow-up to where David was going on Esterline. If we look at that EBITDA that they have, $330 million, as you guys sit here today it sounds like you've got a lot of the lessons learned from Kirkhill. Does more of the EBITDA growth come from cost cutting and productivity, or is there an equal opportunity on pricing and maybe expanding their positions in the marketplace?

Yeah, a couple things. One, the $330 million by the way just to be clear, that's the consensus, that's the public consensus 2019...

Right.

...EBITDA, that's not what we're endorsing or not endorsing. I would say the improvement comes from the whole cross-section of activities we understand when we buy a business. I think I told you a little bit in the prepared script why, even though they've been flat for the last three years, we think the next few years just on a sort of an organic basis looks a little better. I think I gave you the reasons why we think that. I think the other aspects, some comes from the things we always do. We're a little – in all parts of that, I'm hopeful we're conservative. I'll say again, in a public buy, you don't get as much detailed diligence as you do in a private buy, and that tends to make you more conservative in your assumptions.

Got it. Thank you very much, Nick. Thanks, guys.

Thanks.

Thank you. This concludes today's Q&A session. I would now like to turn the call back over to Liza for closing remarks.

Thank you all for calling in to our call this morning, and we'd like to remind you one more time to please look for our 10-K to be filed on Friday.

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