TransDigm Group Inc (TDG) 2016 Q3 法說會逐字稿

Good day, ladies and gentlemen, and welcome to the TransDigm Group Incorporated third-quarter 2016 earnings conference call.

(Operator Instructions)

As a reminder this conference is being recorded. I would now like to turn the call over to Liza Sabol, Investor Relations. Ma'am, you may begin.

Thank you, and welcome to TransDigm's FY16 third-quarter earnings conference call. With me on the call this morning are TransDigm's Chairman and Chief Executive Officer Nick Howley; Chief Operating Officer from our Power Group, Kevin Stein; and Chief Financial Officer Terry Paradie.

A replay of today's broadcast will be available for the next two weeks, and details are contained in this morning's press release and on our website at transdigm.com.

Before we begin, we would like to remind you that statements made during this call which are not historical in fact 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 investor section of our website or at 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, 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 and EBITDA As Defined, adjusted net income and adjusted earnings per share, to those measures.

With that let me now turn the call over to Nick.

Good morning. And thanks again to everybody for calling in this quarter. Today, I'll start off, as usual, with some comments about our consistent strategy. I'll then give you an overview of our fiscal year Q3 and year-to-date performance, an update on our 2016 guidance. Then Terry will run through the financial activity for the quarter.

To restate again, we believe our business model is unique in the industry, both in its consistency and its ability to sustain and create intrinsic shareholder value through all phases of the aerospace cycle. About 90% of our net sales are generated by proprietary products -- that is, products for which we own the intellectual property -- and for most of these we are the sole source provider.

Over half of our revenues and a much higher percent of our EBITDA comes from aftermarket sales. Aftermarket revenues have historically produced a higher gross margin and have provided relative stability through the cycles. Because of our uniquely high EBITDA margins, TransDigm has year in and year out generated strong free cash flow. This gives us a lot of operating and financial flexibility.

We follow a consistent long-term strategy. One, we own and operate proprietary aerospace businesses with significant aftermarket content. Second, we have a simple, well proven value-based operating strategy based on our three value-driver concept.

Third, we maintain a decentralized organizational structure and a unique compensation system that closely aligns the management with the shareholders. Fourth, we acquire proprietary aerospace businesses with significant aftermarket content where we see a clear path to private equity-like returns.

And, lastly, we view our capital structure and capital allocation as a key part of our efforts to create shareholder value. As you know, we regularly look closely at our choices for capital allocations, and we basically have four -- invest in our existing businesses; two, make accretive acquisitions consistent with our strategy -- and these two are almost always our first choices -- third, give the extra money back to the shareholders if there is any, either through a special dividend or stock buyback; and lastly, pay off debt.

As I've said in the past given the current low after-tax cost of debt, this is still likely our last choice. Depending on the specific business and capital market conditions, we'll allocate our capital and structure our balance sheet in the manner we think has the best chance to maximize our equity returns.

To update out on a few items, the credit markets remain strong. After our recent financing, our bonds and secured debt are both trading roughly at or a bit above par. We still have adequate access to debt markets at rates roughly consistent to those we now pay.

In May, we raised about $2.7 billion, of which $1.9 billion was new debt. The new debt was about one-half bonds and one-half secured debt. Roughly half of the new money was used to buy DDC.

The current weighted average rate, including our hedges, is about 5.3% pre-tax or about 3.5% interest after-tax. About 50% of the debt is still fixed and another 25% is hedged or capped. This is about the same average interest cost and the same hedge cap ratio as we've had for the last year or so.

At 7-2-16 based on the current capital market conditions we believe we still have adequate financial capacity to make over $1.5 billion of acquisitions without issuing additional equity and while maintaining a reasonable amount of liquidity. This capacity grows as the year proceeds.

Assuming no additional acquisitions or other capital market activity, we anticipate we will have about $1.9 billion of cash at the end of FY16. Again, based on today's conditions, we have additional capacity under our credit agreement, plus we have the added borrowing capacity of any target acquisition.

We saw continuing improvement in the total commercial aftermarket revenues in the quarter. On a pro forma basis, our first-half commercial aftermarket was up about 7% versus the prior year. Our Q3 was up 8% versus the prior year.

The commercial transport aftermarket, excluding freighters, is up in the low double-digit percent on both a quarter versus prior year quarter and a year-to-date basis. However the business jet, helicopter and freighter aftermarket segments are weak. Though small individually, in total they pull the overall average increase down a bit.

As I mentioned, in addition to credit market activities, we closed the DDC acquisition at the end of the quarter for $1 billion. This was our second largest deal to date. DDC is a leading supplier of databus and power control and related products that are used primarily in military avionics, commercial aerospace and space applications.

The Company's core databus product line has a very large install base of system worldwide that spans hundreds of unique military and commercial platforms. Revenues are anticipated to be over $200 million for the fiscal year ended December 2016, with approximately 75% coming from the defense market and the remainder primarily from the commercial transport market.

Approximately 70% of the total revenues are from the aftermarket, with nearly all of the revenues from proprietary and sole-sourced products. In addition to almost all US military aircraft, including the Joint Strike Fighter, the products were also recently selected for use on the Boeing 777X, the Airbus A350, as well as other applications.

DDC's primary manufacturing facility is located in Bohemia, New York, which is Long Island, with additional facilities in Mexico, UK, and California. The business employs about 650 employees. DDC's highly engineered proprietary products and significant aftermarket fit with our strategic focus and meet our usual investment return criteria.

Turning now to our Q3 FY16 and year-to-date performance, I'll remind you again this is the third quarter for our FY2016. Our fiscal year started October 1 of 2015. As I have said in the past, quarterly comparisons can be significantly impacted by difference in OEM and aftermarket mix, inventory movements, and modest seasonality and other factors.

Total GAAP revenues and EBITDA As Defined were strong in the quarter, both the quarter and year to date. For Q3, revenues were up 15% versus the prior year Q3 and 21% versus the prior year's nine-month period. EBITDA was up about 23% versus the prior year for both the quarter and the year-to-date period.

Overall, organic revenues were up 8% versus prior-year Q3 and are up 4% on a year-to-date basis. In the quarter, on a GAAP basis, commercial aftermarket revenues were up more, while defense and commercial OEM were up a little less. EBITDA As Defined dollars and margin percent were both strong in the quarter.

Now, reviewing the revenues by market category, again, this is on a pro forma basis versus the prior-year Q3 and year to date. That is assuming we owned the same mix of businesses in both periods. This does not include the just acquired DDC business.

The primary difference between the 5% pro forma growth in Q3 and the 8% GAAP reported organic growth is the one month lag in the financial reporting for Telair in Q3 of 2015. We reported this last year, if you recall. This will negatively impact the GAAP organic growth in Q4.

To remind you, we used the pro forma or same-store growth to more clearly reflect our management view of the actual situation.

In the commercial aftermarket, which makes up about 70% of our revenue, total commercial OEM revenues are up about 4% for Q3 versus the prior year, and are now up about 1% on a year-to-date basis. Commercial transport OEM revenues, which make up most of our commercial OEM business, are up 6% versus the prior Q3 and about 3% on a year-to-date basis.

Year-to-date bookings for commercial transport continue to run modestly ahead of revenues. Commercial transport is about on our expectations at the start of the fiscal year.

The biz jet and helicopter revenues are a much smaller percent of our OEM revenues but the revenues in this market continue down. Q3 revenues and bookings were both down in the third quarter. The bookings and revenues in the biz jet and helicopter markets are now both almost 7% below prior year to date. The biz jet and helicopter markets in total are weaker than we expected at the start of the fiscal year.

Total commercial aftermarket revenues were up about 8% for this quarter versus the prior year, and are now up 7% on a year-to-date basis. On a year-to-date basis versus the prior year, as I said, commercial transport revenues excluding freighters are now up 10% year over year, with soft business jet, helicopter and freighter revenues pulling the average down a bit. Total year-to-date commercial aftermarket bookings are still running modestly ahead of their shipments.

The defense market, which makes up about 30% of our revenue, defense revenues for FY16 Q3 were up 3% versus prior-year Q3, and are now just about flat on a year-to-date basis. The revenue by product line continues spotty. However, Q3 defense bookings were down significantly versus the prior year on a tough comparison. Bookings are now running just slightly ahead of revenues on a year-to-date basis.

Most of the bookings' shortfall is timing on a few large OEM orders, including A400M order slowdown to adjust for inventory. Defense aftermarket orders were also a little weak in Q3. These are quicker turn and could have some modest impact on our Q4 shipments.

Moving to profitability, and on a reported basis now, I'm going to talk primarily about our operating performance or EBITDA As Defined. The As Defined adjustments in Q3 were refinancing-related expenses, non-cash compensation, and acquisition-related costs and amortizations. The EBITDA As Defined of about $384 million for Q3 and $1.1 billion year to date. Both are up 23% versus the prior-year periods.

The EBITDA As Defined margin was a strong 48% of revenue for Q3 and about 48% on a year-to-date basis -- 47%, excuse me, on a year-to-date basis. This is up 1% versus last year-to-date in spite of approximately 2% of margin dilution from the 2015 and 2016 acquisitions.

As we mentioned last quarter we reduced our employment level in the range of 4% to 5% in Q1 of this year. This, combined with our other value drivers, contributed to the strong margins.

With respect to acquisitions, we continue looking at opportunities. The pipeline of possibilities is still active, more small to mid-sized deals than large. Closing, as I always say, are difficult to predict. But we remain disciplined and focused on value creation opportunities that meet our tight criteria.

Turning now to the 2016 guidance, we continue to have some concern about the duration of the commercial transport OEM cycle, though it is holding up so far, and would have little impact on this year, in any event. As I've said before, we're cautious with our spending and are ready to react quickly, if necessary.

We see a lot of noise in various industry forecasts and the tone hasn't been great. Widebodies have obviously softened. Narrowbodies, on the other hand, seem to be doing okay.

In the commercial aftermarket, air travel, with a few exceptions, is holding up reasonably well. The biz jet, helicopter and freighter aftermarkets are softer than we originally anticipated and seem likely to continue so for a bit. All in all this is our best estimate for the balance of the year and includes the DDC acquisition.

Based on the above, and assuming no additional acquisitions beyond DDC, in FY16 the guidance is as follows. The mid point of our FY16 guidance is $3.18 billion. This is up $14 million from our prior guidance. We've increased the revenue to reflect the DDC acquisition.

The decline in forecast biz jet and helicopter revenues, and slightly softer defense revenues offset a portion of this. We're up about 18% on a GAAP basis year over year.

The mid point of the FY2016 EBITDA As Defined guidance is now $1.49 billion. That's an increase of $30 million from the prior guidance. This is up 21% on a full-year over full-year basis. The increase in guidance is driven both by the DDC acquisition and the improvement in our base EBITDA margin. The DDC acquisition is the largest dollar part of this increase.

The base business, excluding the 2015 and 2016 acquisitions, is anticipated to achieve an EBITDA margin of about 49%, or up 2.5 points versus 2015 for the same mix of businesses. The recent acquisition margins also continue running at or a bit ahead of our original estimates.

The mid point of the EBITDA, as adjusted, is anticipated to be $11.30 per share. That's up $0.14 from our last guidance. This is up about 25% versus the prior year. The increase in EPS guidance is due primarily to the acquisition of DDC and the improvement in the core business results, an improvement in the overall tax rate, two of those things partially offset by increased interest on the new debt.

On a pro forma or same-store basis the guidance is based on the following growth rates. Commercial aftermarket revenue growth is still forecast in the mid to high single digits. We're a bit cautious on the upside of this range, primarily due to the soft biz jet, helicopter and freighter revenues I discussed.

The defense and military revenues are more likely flat to perhaps slightly down versus the prior year. The weaker Q3 bookings led us to temper the full-year forecast a bit.

The commercial OEM revenue growth in the low single digit percent. We still believe commercial transport shipments will be up mid single digits but it now appears the biz jet and helicopter shipments for the year will be down in the mid to high single-digit percent range. Without any additional acquisitions or capital structure activities, we expect to have that $1.9 billion in cash and about $600 million in undrawn revolver at fiscal year-end 2016.

Assuming no acquisitions, or other capital market activities, our net leverage is anticipated to be about 5.4 times EBITDA at the end of 2016. We'll review our capital allocations during the fourth quarter of this fiscal year or the first quarter of next year, and based on the business and capital market conditions at that time, we'll make a decision as to how to proceed. In any event, I'm confident with our consistent value-focused strategy and our strong mix of businesses, we can continue to create long-term intrinsic value for our equity investors.

And with that let me hand this over to Terry.

Thank you, Nick. I will now review our financial results. Third-quarter net sales were $798 million or approximately 15% greater than prior year. Almost half the growth came from the collective impact of acquisitions of Pexco, PneuDraulics and Breeze.

Organic sales were up approximately 8.3% driven by strong growth in the commercial aftermarket, partially offset by weaker commercial OEM and defense sales. The organic growth also was positively impacted due to the prior period including two months of Telair and Franke due to a reporting lag. Q4 2015 included four months of Telair and Franke to catch up on that lag.

Our third-quarter gross profit was $444 million, an increase of 23% over the prior year. Our reported gross profit margin of 55.6% was about 3.5 margin points higher than the prior year.

A decrease in acquisition-related costs versus the prior year, partially offset by the acquisition operating margin dilution, contribute about 0.5 points to the higher reported margin. Excluding all acquisition-related accounting adjustments and operating activity, our gross profit margin in the business versus the prior-year quarter improved 3 margin points.

The operations continue to expand margins as a result of the strength of our proprietary products and continually improving our cost structure. Additionally, sequential gross profit margins improved about 0.5 points excluding all acquisition activity.

Our selling and administrative expenses were 11.8% of sales for the current quarter, and the same in the prior year. Excluding acquisition-related expenses and non-cash stock compensation, SG&A was about 9.7% of sales compared to 10% of sales a year ago.

We had an increase in interest expense of approximately $14 million versus the prior-year quarter. This was the result of an increase in the weighed average total debt to $8.7 billion in the current quarter versus $7.6 billion in the prior year.

The higher average debt year-over-year was primarily due to the recent financing completed during the quarter that Nick previously discussed. As part of the financing, we borrowed an incremental $1.9 billion, of which the proceeds were used to fund the acquisition of DDC and for general corporate purposes, including potential future dividends or share repurchases.

As part of the financing we received an amendment to allow for special dividends and/or stock buybacks up to $1.5 billion. At this time no decision has been made on the use of the additional proceeds. And, as Nick mentioned, investing in existing business and making accretive acquisitions are always our first choices.

Including the new incremental debt, we expect our full-year 2016 net interest expense to be approximately $485 million. Our effective tax rate was 27.6% in the current quarter compared to 28.6% in the prior year. The lower effective rate in quarter was primarily due to foreign earnings taxed at a lower rate than the US statutory rate, and the impact of discrete tax benefits received primarily from the R&D credit related to our filing of our FY15 return during this quarter.

We will adopt a new accounting standard in the fourth quarter of 2016. The new standard is related to the accounting for excess tax benefits for stock option exercises that were previously recorded as a direct credit to equity and now will be recognized in an income tax provision on the income statement. This change will bring our effective tax rate closer to our cash tax rate.

Considering the impact of this new accounting treatment our full-year estimated tax rate is expected to be around 25%. Our estimated tax rate for adjusted EPS is expected to be approximately 30%, which excludes the accounting standard change I just discussed.

Our net income for the quarter increased $41 million or 42% to $141 million, which is 17.6% of sales. This compares to net income of $99 million or 14.3% of net sales in the prior year. The increase in net income primarily reflects the increase in our net sales and improvements to our operating margin resulting from the strength of our proprietary products, continued productivity efforts and other items.

Lower interest expense and refinancing cost as a percentage of net sales also contributed to the increase in net income as a percentage of net sales. GAAP EPS was $2.52 per share in the current quarter compared to $1.75 per share last year. Our adjusted EPS was $3.09 per share, an increase of 36.7%, compared to $2.26 per share last year. Please refer to table 3 in this morning's press release which compares and reconciles GAAP EPS to adjusted EPS.

Now switching gears to cash and liquidity, we ended the quarter with $1.6.7 (sic - see press release, "$1.67") billion of cash. This includes approximately $850 million of proceeds from the financing we put on the balance sheet for use for general purposes. The Company's net debt leverage ratio at quarter end was 5.7 times our pro forma EBITDA As Defined, and our gross leverage was 6.8 times pro forma EBITDA As Defined. Excluding any additional acquisitions or capital market transactions, we now expect our cash balance to be about $1.9 billion and net leverage to be approximately 5.4 times at the end of FY16.

With regards to our guidance, we now estimate the mid point of our GAAP earnings per share to be $10.23. And as Nick previously mentioned, we estimate the mid point for our adjusted EPS to be $11.30. The $1.07 of adjustments to bridge the GAAP to adjusted EPS includes the following assumptions -- $0.05 from dividend equivalent payments, $0.57 from non-cash stock option expense, $0.88 of acquisition related expenses, $0.20 of refinancing costs. And these are all partially offset by $0.63 due to reducing fourth-quarter income tax provision from the adoption of the new accounting standard I previously mentioned.

Now I will hand it back to Liza to kick off the Q&A.

Operator, we are currently ready to open the lines. We do ask that you limit your questions to two per caller and then reinsert yourselves into the queue to allow time for everyone to ask questions.

(Operator Instructions)

Our first question will come from Ken Herbert at Canaccord.

Hi, good morning. Nick, I just wanted to first ask, on the commercial aftermarket, it sounds like the airlines continue to spend pretty substantially. Are you seeing upside there relative to your expectations? And is maybe the helicopter and business jet weakness, I know there are more than perhaps you expected, but are you seeing surprise to the upside from what you're hearing from your airline or commercial transport customers?

Yes. I also, just to point out, though, the freighter business, which isn't a big part but it does help, that's probably a little softer than we might have thought. But just almost mathematically, if we are holding our guidance, but the biz jet and helicopters are lower, that means the rest of it has to be a little better.

Yes, okay. It sounds like, though, you're maybe walking us away from the upper end of the guidance a little bit, from your comments.

That was the comment. I have to admit, I'm a little concerned -- and I don't have any particular inside knowledge here -- but I'm a little concerned where the bottom is of biz jet and helicopter aftermarket.

Okay, that's helpful.

I don't think it's a big deal for the balance of the year here. Can't move it much, but can move it a hair.

But it sounds like that could certainly spill into FY17?

We'll comment on that when we get there. Ken, I don't want to start to speculate on that piece by piece.

Okay, fair enough. And then, if I could, have you seen anything different in terms of inventory levels -- again on the aftermarket -- either within your distribution channel or within end users over the last quarter?

I can't say -- we have, I would say, individual units we see some distributer movement. But on balance, I don't think it's a substantive impact.

Okay, perfect. Thank you very much and nice quarter.

Thank you. Our next question will come from Ron Epstein of Bank of America.

Hi, good morning, Nick and everyone. Nick, in your prepared remarks, you'd mentioned that you're seeing some more softness in the widebody market but the narrowbody market seems to be okay. I don't know if you could just maybe add some color to that, wax on on both of those a little bit more on what you're seeing, because it really does seem like there's a bit of a bifurcation in the market.

Yes. All I'm doing is reporting on, I'm just reporting back what we hear from our customers, which is very close to the same things they're announcing publicly. You've seen the A330, A380 and 747 rates get cut back; whereas, on the narrowbody you're not seeing that. If anything there is still rumbling that they might step them up a little. And I don't have any more insight into that. And I would say our business roughly reflects that same thing.

Yes. And then, if I may, just a quick follow on. Over at Farnborough we've talked to several different suppliers, and some of them mentioned that some of the OEs might be trying to second source some things today that are currently sole sourced. Has that had any impact on your business? And what is your thought on that? Is it an opportunity, a threat?

It is not. I would point out that, one, we tend to have agreements in place with most of the OEs for the products. And the other is that the vast majority of what we have is proprietary. It not possible but it's significantly more difficult to replace a proprietary product than the non-proprietary ones -- n other words, when you own the IP. Much of what I've seen, at least, what I heard and what I've seen publicly, is replacing non-proprietary stuff. In other words, when the supplier doesn't own the IP.

Okay, great, thank you.

Thank you. Our next question will come from Carter Copeland at Barclays.

Hi, good morning, guys. Nick, I wondered if you could help us maybe just parse the impacts in biz jet and freighter. As you look through that, do you have a sense of how much of that is real declines versus destock? Is there a portion of that that you wouldn't expect to repeat next year because it is destock? I know it's not easy to answer.

Let me try that in pieces. In the helicopter business, Carter, I don't know where the bottom of that is. As you know, what's driving that, the big driver there is the oil prices are off, so all of the stuff servicing that industry is in a swoon. I'd like to think it's close to the bottom but, frankly, I'm just not sure. Fortunately it's not a lot of our business.

I would say in the business jet in the OEM business, once again, I'd like to think -- well, in the OEM business, I'm sure there is some inventory drawdown there that I would hope would not repeat. But I also would have to say I think I and the rest of the industry has been notoriously inaccurate when predicting this business jet production rates. Every year it's been going to go up since 2010 or 2011, and really hasn't gone up much. The aftermarket I think is more stable in the business jet.

In the freighter business, I think you know what's going on there -- freight traffic is just slowing down some. I think there's been -- there, I'm pretty comfortable that there's been some inventory drawdown throughout the system. I can't quantify that but I'm quite sure there's been some. I'd hope that would stabilize next year.

Okay, great. And then just to help me square the math on the difference between the stated organic growth numbers and then when you look at it by segment, obviously implies that the pro forma growth in some of the things you acquired had some pretty sizeable declines. Is that a 3D turn?

Yes, Carter, I guess I didn't make myself clear. I'll try it once and if I tangle the accounting up Terry can hop in and replace me -- or, he can hop in and give it some better words. You may or may not remember, when we bought Telair last year, we had a transition agreement with AAR, where they would do the accounting for a quarter while we got things switched over. The net result of that is, because of the turn times, we had to be on a one-month lag in the previous year's third quarter. So, we only had two months and this year we have three months.

So, when we report on a GAAP basis, it makes the growth number larger. When we go back and do it on a same-store basis it's smaller -- and we assume we own the same things in both periods, if that's clear. That's the bulk of the difference. There may be a little bit here. The vast majority of the 3% spread is that.

I think it's important to note, Carter, thought, next quarter there's going to be four months in Q4 2015 versus three months in Q4 of 2016.

Right. And the gap is going to --.

It will go the other direction in the fourth quarter.

Wonderful. Thanks for the color, guys.

Our next question comes from Noah Poponak at Goldman Sachs.

This is Gavin Parsons on for Noah. Good morning, everyone. Just looking at the defense aftermarket, on bookings, presumably you can make up the OEM orders that flipped but you said aftermarket was a bit weak. Should we draw any conclusion from the aftermarket demand or is that more random lumpiness in the bookings?

I would say the OEM stuff is just pure timing. We had some big orders in the third quarter of the prior year, and then we didn't get them this year plus we had a couple things flip out.

Probably the biggest single one was the A400. They're ordering at lower rates, frankly, because they probably had a little too much inventory with all the moving around in their shipments.

The aftermarket was -- and I don't want to over emphasize this -- but the aftermarket was a little softer than we expected. I don't think that's anything more than random variation. But a little bit of that we anticipate to turn fast in the fourth quarter, and I'm a little concerned that it won't come in in time. That's the point I was trying to make there. And that's why we hedged our defense business down a little.

Okay, got it. And then DDC, maybe in that context, and within the five-year military outlook for flat to modestly up, given DDC is already pretty high margin, can you give us an idea of where we can go from here in terms of DDC margin and in terms of revenue growth, maybe given a little bit of --.

I don't want to speculate on individual businesses. I will tell you that when we do the DDC math, when we bought it, we looked at it the same way we look at all the other businesses, roughly half debt, half equity, something like that. And over the five-year period, assuming we buy/sell, we still see a return on our equity up in the 20% range. And that still works.

Okay. And could you comment on where aftermarket bookings were relative to revenue in the quarter?

I think I did. They ran ahead. Not a lot ahead but they ran modestly ahead. This is commercial I'm talking about.

Thank you.

Thank you. Our next question will come from Michael Ciarmoli at KeyBanc.

Hi, good morning. It's actually Kevin on for Mike. Been seeing a lot of pressure from the EU airlines in terms of passenger traffic, airline profit, just given the economic environment there. Are you seeing behavioral changes from your customers in Europe as a result of that at this point? Or how are you guys looking out maybe longer term, from that sense?

I can't say that we've seen anything different in the last quarter than we've seen in the past. As you know, for the last probably, I don't know, 15 months, though it's getting a little better now, our view has been across the world they've been ordering, airlines have been ordering, at a lower rate than their consumption. It's recovering some now but I can't say we've seen any change in the last quarter or any specific change from the European airlines.

Let me back that up a minute, just a second, to be clear. We have seen some change in the last couple quarters but it still seems to me like they're not quite up to their consumption rate in ordering.

Okay, got it. That's helpful. And then, Nick, since you closed on DDC, anything incremental you've learned there in terms of the business versus what you expected? Based on the last answer you gave, it sounds like it's going fairly well.

It looks like a fine business. We've only owned it -- Kevin, what is it? Four weeks or six weeks?

A little over a month.

Yes. Let me tell you, we look like we got what we expected, surely no worse and hopefully maybe a little better. So far no bad news and that's always good.

All right, great. Thanks guys.

Thank you. Or next question will come from Robert Spingarn at Credit Suisse.

Good morning, guys. I wanted to ask you about the difference in your sales versus the difference in your cost of goods sold. Even when adjusting for the inventory step ups, there's a pretty big spread there. Does that speak to pricing year over year?

Let me give a try and then I'll let Terry. I always talk about EBITDA margins because, frankly, it captures everything, in my view. The EBITDA margins are up, and they're up a fair amount versus last year. I think there's a couple things doing that.

As you know, we do okay in the pricing and that impacts it. But the other thing is, at the beginning of this year we took about 4% or so or more out of our headcount to get ready for a possible downturn in the OEM business, and that hasn't happened. So, we have a little better cost structure and the revenues have hung in. Those are the two significant contributors.

Yes, and I think if you do the adjustments you do on slide 10, it even extends that benefit or magnifies it. In other words, between the cost takeout and the pricing you're speaking to, Nick, this is really a very substantial benefit.

Yes. I think we're doing a decent job of grinding the margins out. And I would say the acquisitions we have made in the last couple years -- you're talking about the numbers without the acquisitions stripped out I presume?

These are the GAAP numbers, I imagine, that we're looking at.

The acquisitions -- in general, our acquisition margins are better than we anticipated when we bought them also.

Was there any timing lag to the cost takeout in fiscal Q1 and the fact that we're seeing this now in fiscal Q3?

I don't think there's anything unusual. We had a lot of acquisition activity so there's a lot of different mixes from the timing of when things occurred. But there's nothing unusual that comes to mind.

There may have been. Whenever we finish doing the cuts there was probably some severance that ran along with it.

Okay. And then just on the timing on the commercial OEs, you spoke to it before when you were talking about the widebody weakness, et cetera, but any particular reason why this quarter saw some acceleration in the commercial OE, relative to the beginning of the year?

No, I don't think so. Rob, I think it's just normal, I don't think anything substantively changed. Well, let me back up. In the commercial transport world, I don't think anything has substantially changed over what we expected in the beginning of the year. I do think the biz jet has continued to soften through the year more than we expected.

But does that change at all your view -- I think I asked you this last time, and if you spoke to this earlier, apologies -- but are you still looking for 4% organic growth for the year?

We disclosed it. I'm just not looking at the -- what's the number we disclosed? We didn't disclose it, okay.

We gave a number, Rob, we didn't give the organic.

But as you saw -- I think you saw our guidance for the year -- our revenues -- I don't want to start speculating on that without all of the math in front of me -- but not a substantive change either way.

Even with this pressure you just spoke to, the biz jet, et cetera, you still feel pretty much --?

We haven't disclosed that number so I don't want to back into it. The guidance we gave is the guidance we gave. I'm always very nervous about stabbing at a number when I haven't seen the math of it.

Right, okay. Thanks guys.

Thank you. Our next question will come from Gautam Khanna at Cowen and Company.

Yes, thanks, good morning. I have a couple questions. One, I was wondering, on the back of Ron's question, are you seeing the OEMs requiring that on new product development, that they own the IP, such that they get a bigger piece of the aftermarket going forward for new parts? Are you seeing any of that pressure?

At the beginning of your question, the words got a little garbled.

I'm sorry. Hopefully this is better. I was asking, are you seeing the OEMs put anymore pressure on controlling the IP on new product developments as a condition for bidding?

We have not seen that yet. We've heard people talk about it, other people. But we haven't seen it.

Okay. Two other ones, if I may. One, I was wondering, what level of leverage could you be at to support a special dividend? What level would you be uncomfortable going beyond?

I don't think I want to speculate on that. We have a credit agreement that we recently renegotiated, allows to pay out up to $1.5 billion by 12-31-16. That doesn't say we're going to do that but that's the level we could go up to and you could solve into the math there.

Okay, that's helpful. And last one, Nick, I just wondered what your plans are, if you thought about it, and when you may communicate it to the Street. I know, if I recall, Kevin has an agreement that allows him to leave at the end of 2017. Just wanted to get your plans on succession, if you've given any thought to it yet.

We're not prepared to talk about that. I have a contract that runs through 2019. And you know, a contract is what it is. We're not prepared to talk about that. Frankly, I enjoy the business and still like it here.

All right, thanks a lot guys. Good luck.

Thank you. Our next question will come from David Strauss at UBS.

Good morning. A question along those same lines, Nick. $1.7 billion in cash on the balance sheet. You're going to generate an additional $200 million in the fourth quarter. It's not like you to just sit around on this kind of cash balance for long. What do you think in there?

What I'm thinking is, through this fourth quarter and the beginning of next year we'll look at the lay of the land and decide what to do. You're right. Unless we see something substantive relatively near-term use for a whole lot of money, we'd probably pay something out.

On the aftermarket, are you benefiting at this point at all from any initial sparing on the Max?

I don't think so. At least it's nothing material and not discernible. Okay. And then, Terry, one for you. You talked about 30% tax rate on the adjusted basis this year. Is that a good number to think about going forward into 2017?

I'm not going to speculate where we will be at 2017 once we roll our plan. But I'd say it's probably going to be in the ballpark and it's going to be the number for the rest of the year. One thing that we don't know is the mix of business and how things play out as we move into 2017, so that rate could change on us a little bit here or there, plus or minus.

All right, thanks guys.

Thank you. Our next question will come from Myles Walton at Deutsche Bank.

Thanks. First one, maybe just to clarify on that last piece of tax rate, the adjustment, you're excluding the changes in accounting benefit. Should we think about that, Terry, as an ongoing adjustment? Are you going to try and keep it clean and stable or is this a one year because of how big the adjustment is?

I've got to ask you, as opposed to dirty and unstable? (laughter)

This new accounting change, everybody's going to have to go through. And, as you know, we don't have any control over what timing when people exercise their stock options. So, what we'll do is continue to pull this out of the adjusted EPS. And that's why we want to give you a rate that's closer to that, say, 30%.

But what this will do is drive down our cash tax rate, assuming our effective tax rate will be a lot closer to our cash tax rate, which I know you guys have asked for in the past, which gets us around that 25%.

Okay. I'll follow-up with it. And then the other one, Nick, can you comment on the distribution buying behavior in the aftermarket? Are you seeing any changing in how the distributors are buying in terms of their patterns? Are they adding volatility to the noise in the aftermarket or are they pretty much straight pass-throughs?

In total I don't think so. Those are some puts and takes. In the freighter business we've probably seen a little more volatility in distributor ordering because, frankly, they're looking a that market and it doesn't look as good. But it isn't a lot of money and it's been offset in the other direction. So, in total I don't think it's impacting the numbers materially at this point.

Okay. And the only clarification, you said $1.9 billion on the balance sheet, and I think you took out $900 million excess cash, and last quarter it was $1.1 billion. Is that just rounding or did operating cash flow, free cash flow, get adjusted at all?

No, I don't think there's anything unusual there. We've had some puts and takes. We think about fees associated with the financing. You have higher interest cost. We have just M&A activity, different expenses and things of that nature, that have impacted the net cash. And then working capital has also an impact on the number. But nothing -- just a lot of puts and takes gets you down to $1.9 billion.

Okay, thanks.

Thank you. And our next question will come from Hunter Keay at Wolfe Research.

Hi, thank you, good morning. When you guys head into a quarter, my question is about visibility on commercial aftermarket sales, but when you go into a given quarter, how much of your revenue is known? And has that changed at all over the last maybe 18 to 24 months?

I don't think it's changed substantially over the last 18 to 24 months. I would say the lion's share of it you know going into a quarter. But when you're looking for, is it a 3% change or 5% or 8%, or whatever, you have a few points still to be booked and shipped. So, the bulk of it you know, but you don't know all of it.

And that's probably the toughest to predict or choppiest segment of your business, probably, you'd say, right?

It's the fastest turn part. Let me just add there. Over the long haul, over any length period of time, 12, 18 months or something like that, if you do a rolling average, it's probably the easier thing to predict. But for quarters it can bounce around.

Even easier than OE?

It depends. It is much less cyclical. Maybe I picked the wrong time period. Maybe 12 or 18 months is too short a period. But for any longer period of time, the aftermarket is more predictable than the OEM.

I've got you, cool.

Or maybe stable is another way of putting it.

Sure, makes sense. And on the 10% aftermarket growth in the commercial transport, can you give us any more color on what's driving that strength, however you want to talk about, whether it's geography, aircraft type, is it pricing versus volume?

We don't comment on the pricing. But I would say pricing patterns are no different than they have been historically, at least for us. I would say the main thing that's driving it is -- I think we published this chart a number of times -- it can be somewhat cyclical. And I speculate that the airlines have been under-buying for the last, I don't know, 12 months, something like that, 15 months, and they're starting to catch up.

Just globally. Okay, thank you, Nick.

Thank you. Our next question will come from Seth Seifman at JPMorgan.

Thanks very much and good morning. Just to follow-up on some of the questions about capital deployment to qualify or clarify a little bit of what you said before. The cash that you have on the balance sheet, it seems like you're looking at an either/or thing, either there will be a sizeable acquisition or there will be a dividend, and not necessarily looking at some kind of combination of smaller acquisitions as we've seen in the past. Is that a fair way to think about it?

I don't know that it's binary like that. It could well be a mix. We'll decide that as we get closer. And depending on two things -- what the capital market situation looks like and what the near-term acquisition landscape looks like. But I don't think that I'd say that it's that binary.

That's good to clarify. And then just on the profitability front, obviously very impressive margins this quarter. As you think about, not necessarily this point but once we integrate DDC, do you still think about the same type of generic margin expansion potential annually going forward as you have in the past? You've probably talked in the past about being able to generate a point or so of margin opportunity of margin in the base business, and then you add acquisitions and that pulls down the average and you move it up over time. Still fair to think about it from this new level?

I would say, first I don't want to speculate about next year' margin. We'll give guidance when we give it.

I know, but generically.

But I would say there's nothing fundamentally changing in the dynamics of this business.

Very good, thank you.

Thank you. At this time I am showing no further questions. I would like to turn the call back over to Ms. Liza Sabol for closing remarks.

Thank you, everyone, for participating in this morning's call. And please look for our 10-Q that we expect to file tomorrow.

Ladies and gentlemen, thank you for your participation in today's conference. This concludes the program and you may now disconnect. Everyone have a great day.