Thank you, and welcome to TransDigm's Fiscal 2021 second 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. Please visit our website at transdigm.com to obtain a supplemental slide deck and call replay information. Before we begin, the Company would like to remind you that statements made during this call, which are not historical in fact are forward-looking statements. 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. 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 applicable reconciliation. I will now turn the call over to Nick.

Good morning. Thanks, everybody, for calling in. As usual, I'll start off with a quick overview of our strategy, a few comments about the quarter, and then Kevin and Mike will expand and give more color. To reiterate, we're unique in the industry in both the consistency of our strategy in good and bad times as well as our steady focus on intrinsic shareholder value creation through all phases of the aerospace cycle. To summarize, here are some of the reasons why we believe this. About 90% of our sales are generated by proprietary products and over 3/4 of our net sales come from products for which we believe we are the sole source provider. Most of our EBITDA comes from aftermarket revenues, which generally have significantly higher margins and over any extended period of time have typically provided relative stability in the downturns. We follow a consistent long-term strategy. Specifically, we own and operate proprietary aerospace businesses with significant aftermarket content. Second, we utilize a simple, well-proven, value-based operating methodology. Third, we have a decentralized organization structure and a unique compensation system closely aligned with our shareholders. Fourth, we acquire businesses that fit this strategy and where we see a clear path to private equity-like returns. And lastly, our capital structure and allocation of our capital are key parts of our value creation methodology. 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. As you saw from our earnings release, we had another decent quarter considering the environment. We see a bit more light at the end of the tunnel, but are still in a pretty tough commercial aerospace market environment. On a positive note, we saw another significant sequential increase in quarterly commercial aftermarket bookings in Q2. This is the second quarter in a row with a significant step-up. The stalling of the air travel recovery that concerned us last quarter, those still spotty looks somewhat better now but may have pushed a ramp-up a quarter or so out. The two most important operating items we have focused on through this downturn were the things we can, to some degree, control: one, tightly managing our cost, and I think we have this well in hand. Second, assuring substantial liquidity and this also seems well in hand. Absent some large additional dislocation or shutdown, we should come out of this with substantial firepower. We continue to look at possible M&A opportunities and are always attentive to our allocation. Both the M&A and the capital markets are always difficult to predict, and especially so in times like these. But in Q2, we acquired the Cobham Aero Connectivity business for an enterprise value of $965 million. On the divestiture front, in the last 60 days, we signed agreements to sell three additional less proprietary and mostly defense businesses for about $240 million. Collectively, these businesses have revenues of roughly $180 million and EBITDA margins in the low 20%. We expect to receive all the proceeds in Q3. We still have one primarily defense business that we are currently considering for sale. At this time, I do not anticipate that we will make any significant dividend or share buybacks for the next three or four quarters or at least until the commercial market shows stronger signs of a rebound, and our leverage level settles down a bit, but we'll keep watching and see if our view changes over time. We believe we are about as well positioned as we can be right now, and we'll watch for market developments and react accordingly. And now let me hand it over to Kevin to review our performance.

Thanks Nick. Today, I will first provide my regular review of results by key market and profitability of the business for the quarter. I'll also comment on recent acquisition activity and fiscal 2021 outlook. During our Q2 fiscal 2021 quarter, there continued to be a significant unfavorable impact on our business as a result of the reduced demand for travel due to the pandemic. However, the commercial aerospace industry has continued to show signs of recovery in recent months with the distribution of the COVID-19 vaccine and increasing air traffic, especially in certain domestic markets. In our business, we saw another quarter of sequential improvement in commercial aftermarket revenues, with total commercial aftermarket revenues up 12% over Q1. Additionally, I am very pleased that we continue to sequentially expand our EBITDA as defined margin as a result of careful management of our cost structure and focus on our operating strategy in this challenging commercial environment. Now we will review our revenue 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 2020. That is assuming we own the same mix of businesses in both periods. This market discussion now includes the recent acquisition of Cobham Aero Connectivity and removes the impact of any divestitures completed by the end of Q2. In the commercial market, which typically makes up close to 65% of our revenue, we will split our discussion into OEM and aftermarket. Our total commercial OEM market revenue declined approximately 43% in Q2 when compared with Q2 of the prior year period. We continue to assume the demand for our commercial OEM products will be significantly reduced throughout the remaining half of 2021 due to reductions in OEM production rates in the airlines deferring or canceling new aircraft orders. Longer term, the commercial aerospace market is fluid and continues to evolve. We anticipate a depressed commercial OEM end market for some uncertain period of time when compared to pre-COVID levels; however, recent commentary from Airbus on potential A320 rate ramps in 2022 and beyond are certainly encouraging. On a positive note, Q2 bookings demonstrated strong sequential improvement of over 20% compared to Q1 bookings and solidly outpaced sales. As we mentioned last quarter, the bookings improvement we are seeing is likely an indicator of OEM destocking slowing. Now moving on to our commercial aftermarket business discussion, total commercial aftermarket revenues declined by approximately 39% in Q2 when compared to prior year Q2. This quarterly decline was primarily driven by decreased demand in our passenger and interior submarkets. However, our commercial transport freight market returned to modest growth and slightly offset this decline. To repeat, sequentially, total commercial aftermarket revenues grew approximately 12% in Q2, another encouraging data point. Commercial aftermarket bookings were still down this quarter compared to the same prior year period. However, the bookings declined less than the observed flight traffic declines with freight and business jet bookings continuing to improve. Q2 bookings sequentially improved almost 30% and solidly outpaced sales. This is likely the result of destocking slowing in airlines, increased flight activity and future planning. To touch on a few key points of consideration, global revenue passenger miles are still low, though off the bottom and now recovering. IATA's most recent forecast expects that calendar year 2021 revenue passenger miles will be 57% below 2019, but we are cautiously optimistic. There was an uptick in domestic air traffic in March and April, and airlines are seeing strength in bookings that will drive summer flight schedules. Certain airlines have already announced domestic wide-body routes to serve the anticipated demand this summer. IATA does forecast a strong second half of calendar 2021, with a rebound in domestic travel in the U.S. back at 2019 levels of revenue passenger miles and China well above that level. There is also potential for international travel openings more as governments consider revising travel restrictions. For cargo demand, this was weaker prior to the COVID-19 crisis as FTKs have declined from the all-time high in 2017. However, a loss of passenger belly cargo and the pickup in e-commerce has helped cargo operations to recover quicker than commercial travel. Business jet utilization data has shown that activity in certain regions has rebounded to pre-pandemic or better levels. This is due to personal and leisure travel as opposed to business travel at this time. It remains to be seen if business jet utilization will continue to expand, but current trends are encouraging. We believe there is a global pent-up demand for travel. We see evidence of this demand through the recovery in domestic travel specifically in the U.S. and China and the optimism of airlines for the summer season. Domestic travel is currently benefiting from international travel restrictions and could offset some lost international travel in the market. In due time, with vaccine distribution and lifting of travel restrictions, passenger demand across the globe will increase. Historically, personal travel accounts for the largest percentage of revenue passenger miles, and forecasts still indicate a more meaningful pickup in personal travel in the back half of this calendar year, followed later by business travel. And we are hopeful this will be the case. Now let me speak about our defense market, which traditionally is at or below 35% of our total revenue. The defense market revenue, which includes both OEM and aftermarket revenues, grew by approximately 8% in Q2 when compared with the prior year period. Our defense order book remains strong, and we continue to expect our defense business to expand throughout the remainder of the year. Moving now to profitability. I'm going to talk primarily about our operating performance or EBITDA as defined. EBITDA as defined of about $519 million for Q2 was down 23% versus prior Q2. EBITDA as defined margin in the quarter was approximately 43.5%. We were able to improve our EBITDA as defined margin approaching 100 basis points sequentially and despite the acquisition dilution from the recent Cobham acquisition of about 100 basis points as well. Next, I will provide a quick update on our recent acquisition. The Cobham acquisition integration is progressing well under the leadership of one of our experienced EVPs, Joel Reese. We have now owned Cobham a little over four months, and we are pleased with the acquisition thus far. We have split Cobham into two operating units, Canyon Aero Connect located in Prescott, Arizona, and Shelton Limited located in Marlow, U.K. two experienced TransDigm presidents are leading the integration of these two operating units. Now moving to our outlook for 2021. We are still not in a position to issue formal fiscal 2021 sales, EBITDA as defined in net income guidance at this time. We will look to reinstitute guidance when we have a clearer picture of the future. We, like most aero suppliers, are hopeful that we will realize a more meaningful return of activity in the second half of the calendar year. For now, we are encouraged by the recovery in our commercial OEM and aftermarket bookings in the first half of our fiscal year, along with the improvement we have seen in our commercial aftermarket revenues. As for the defense market and an update to our defense revenue growth comments on the Q4 and Q1 earnings calls previously, we now expect defense revenue growth in the mid-single-digit percent range for fiscal 2021 versus prior year. The previous expectation communicated for fiscal 2021 defense revenue growth was low to mid-single-digit growth. Additionally, given the continued uncertainty in the commercial market channels and consistent with our past commentary, we are not providing an expected dollar range for fiscal 2021 EBITDA as defined. We assume a steady increase in commercial aftermarket revenue going forward and expect full year fiscal 2021 EBITDA margin roughly in the area of 44%, which could be higher or lower based on the rate of commercial aftermarket recovery. This includes a dilutive effect to our EBITDA margin from the Cobham Aero Connectivity acquisition. Mike will provide details on other fiscal 2021 financial assumptions and updates. Let me conclude by stating that I am pleased with the Company's performance in this challenging time for the commercial aerospace industry and with our commitment to driving value for our stakeholders. The commercial aerospace market is recovering, and current trends are encouraging. There is still uncertainty about the pace of the recovery but the team remains focused on controlling what we can control. We are closely monitoring the ongoing developments in the commercial aerospace industry and ensuring that we remain ready to meet the demand as it returns. We look forward to the remaining half of 2021 and expect that our consistent strategy will continue to provide the value you have come to expect from us. With that, I will now turn it over to our Chief Financial Officer, Mike Lisman.

Good morning, everyone. I'm going to quickly hit on a few additional financial matters for the quarter and then also the full fiscal year. For the quarter, organic growth was negative 20%, driven by the declines in our commercial end markets and despite some healthy defense growth in the quarter. I won't rehash the results for revenue, EBITDA, and EPS, as you can see all of that info in the press release. On taxes, our expectation for the full year is unchanged. That is, we still anticipate our GAAP cash and adjusted rates to be in the 18% to 22% range. Regarding tax rates out beyond FY '21, we're monitoring potential changes in the U.S. tax code under the new administration and we'll provide some guidance on our future rate expectations once any legislation is finalized. On interest expense, we now expect the full year charge to be $1.06 billion, reduced from prior guidance primarily due to the refinancing activity completed this year. You can find this revised interest expense guidance and a few other updated financial assumptions on Slide 6 of today's supplemental presentation. Moving over to cash and liquidity. We had another quarter of positive free cash flow. Free cash flow, which we traditionally define at TransDigm as our EBITDA is defined less cash interest payments, cash CapEx and cash taxes, was roughly $146 million. For the full fiscal year, we expect to continue running free cash flow positive as we define this metric. In line with our prior November guidance, we still expect this amount to be in the $800 million area, maybe a little better for our fiscal '21. We ended the second quarter with $4.1 billion of cash, down from $4.9 billion at last quarter's end. Note that last quarter's $4.9 billion balance was prior to the Cobham acquisition for an enterprise value of $965 million that closed on January 5. Pro forma for the closing of this acquisition, our Q2 net debt to LTM EBITDA ratio was 8.2x. With our last pre-COVID quarter now having rolled out of the LTM EBITDA computation, we believe that the net debt-to-EBITDA ratio as of our second quarter end is at or very close to its peak. In subsequent quarters, it should at worst remain relatively stable, but more likely start to show gradual improvement as our commercial end markets rebound. From an overall cash liquidity and balance sheet standpoint, we think we remain in good position and well prepared to withstand the currently depressed commercial environment for quite some time. Lastly, and shifting gears from financial matters, I'd like to provide a quick update on our ongoing U.S. DoD IG audit. We've been actively engaged with the IG office with some ebbs and flows and continue to work through the audit process. And our best assessment, based upon what we see, this ongoing audit appears to be similar in scope to our prior audits. While it's difficult to know exactly when a final report could be issued publicly, we expect that this might happen sometime during Q3 or Q4 of our fiscal '21. With that, I'll turn it back to the operator to kick off the Q&A.

Nick, you made a comment around likely not doing repurchase or dividends for the next several quarters. And I'm just curious why take it off the table, given you can't predict the outcome of the M&A environment and you generally thought about not retaining a cash drag for too long?

Yes. I think, Myles...

Mike, do you want to take it?

Yes. Now, as we've mentioned a couple of times in the past, until we see a couple more months and quarters of recovery here, I think the bias is just to be conservative with the cash and what we do with it and hold a larger balance for now until the situation in the commercial end markets improves. So it's not much more than that.

Okay. Can you clarify if the OEM has also reached its lowest point? It seems to have declined again sequentially. The booking strength looks like it might indicate that it has bottomed out, but can you confirm what the sequential decline was?

I believe the bookings suggest that we've hit the bottom, but we'll have to wait and see how it develops. I don't expect any future decreases in the production rate, so that's my assumption.

Was there a particular unit that you're seeing it in? I imagine...

No.

No?

No.

In terms of the booking strength, especially as it comes through sequentially here and focusing on the aftermarket, Nick or Kevin, do you have any sense when that will translate into some spike in sales? I know you've said you don't have enough year to guide. But between your conversations with your customers and the bookings, is there any sense of which quarter we're going to see an improvement in sales, that's notable aftermarket?

Yes. I think that we've seen strong sequential improvement in aftermarket bookings. We've also seen some in OEM bookings. I think what we need to see is more flight activity that will give us a breakout quarter. I think we're just starting to see ourselves come out of this. I'll remind you that our thoughts when we went into this year were somewhat flat Q1 and Q2 with a slight uptick in the second half, nothing dramatic. I still think we're on that pace. But for a real breakout, which I think is what you're driving at and when do these orders come through, it's going to take more flight activity, I think. We're just at the beginning of the takeoff, I think. And we need more positive signs of that that lends itself to Mike's answer for the last question as well. We just need to see more stability here, more consistent performance for us to feel comfortable with the future quarters. We know that we book up to two years out on OEM. And so it's harder to predict when OEM orders will come in. Aftermarket orders tend to be more book and ship, you would expect that there will be more good news on the closer horizon. But there's still a lot to be seen.

Okay. And then, Kevin, just as a follow-up, you have done very well managing the business through the downturn, but I wanted to see if you could talk a little bit about your playbook for managing through this upturn when it comes. And how you deal with input cost pressures and then potential, I suppose, labor shortfalls?

Well, I think it's the same approach and attack plan as always. We are very disciplined in adding back costs. We will do so in a very disciplined manner. We will pass along, of course, increased costs in terms of inflationary pressures. We will practice the same playbook as always as we go through this. I think this will work very well for TransDigm. As we come out of this, we will see improved, I think, margin position as we come out of this, given the cost reductions that we've done as well as what has happened with some value pricing.

And is labor available if you need it?

As what is going to return first in this market is aftermarket and that requires less labor. Its OEM builds that drive OEM demand that drives labor needs quite significantly. I'm not saying that we won't need to hire, but the aftermarket recovery is less labor-intensive.

The 12% sequential improvement in the aftermarket that you highlighted, can you maybe just directionally talk about it, Kevin, from the perspective of engine versus interiors versus passenger, what you're seeing?

Yes. I would say, in general, our sales in the aftermarket, we've seen strengths in aftermarket freight. We've seen some general strength in business jet. Our transfer business is sort of on par, and some of our interiors, which tend to be a little more discretionary, lag. Does that answer your question?

Yes. I guess, on the more discretionary side of things, the interior side, maybe some of the passenger stuff, are you starting to see any pickup there at all? Or is it mainly concentrated on the less discretionary engine side of things?

I think it's more concentrated on the less discretionary, but we are seeing some uptick from some of our more discretionary businesses that have seen some need to refurbish planes around the world. I think we've seen some orders and interest from unknown corners of the world. So the discretionary side is doing okay, but it is weaker than the other piece. I think that makes sense given that as airlines are recovering, they're more worried about putting people in the seats than some of the look and feel just yet, but we're starting to see that ever so slightly change. Yes. We have fundamentally looked at some of our businesses, some of their locations. They have satellite facilities and offices that we have looked to close, consolidate underperforming business segments for them. We've taken this opportunity to streamline, combine effectively to lower cost. There's also been a number of, of course, cost productivity programs, automation that we've been able to implement. This has been an ongoing effort. We've continued to invest at the same or in an even accelerated rate in some of our facilities for automation and cost reductions during this time. So it continues to bear out for us.

Nick, I know you hate to guess, but I want to sort of put you on the spot and ask you. You've seen several cycles at this point and watched how M&A goes, and I know people don't want to sell assets at the bottom because the EBITDA is depressed. But now as we start thinking about recovery and when we get to a point where assets could trade on EBITDA numbers that feel a little bit firmer, would you guess that 2023 is one of those sort of recovered years where you begin to close the bid-ask spreads because people have a bit more conviction in the EBITDA? Or is that still too early? Just some historical perspective apply what do you think?

I really hope so, Carter. I'd be surprised if we don't see some of that in 2022. Maybe luck will play a part and something will come up. However, I believe that if you don’t have a reason to sell and your commercial business is doing well, you probably won’t. There could be opportunities that are appealing enough to consider paying a little more to pursue, but I can’t predict that at this moment.

Yes. Okay. And then one for Kevin, just regarding the business jet OE fronts, is it too early to discuss potential production rate increases with OEM customers? Have you had any of those discussions yet? Any insights you can share about that end market?

Well, I think we're starting to hear from Airbus of rate readiness, notifications of ramp in narrow-body rates. It seems to make sense. It seems like there will be a hole in the market that they need to fill. We will be ready to fulfill that as it comes to pass. Makes sense that there will be some of that need, though.

What about on the business jet side?

Business jet has been really robust, both in aftermarket OEM activity in general. I'm encouraged there, although we'll have to see how it plays out, that is it just leisure and or is it business jet use, what happens here. But right now, it's been a brighter segment for us. Now it's only 10% to 15% of our business. So it's not a massive driver on just the business jet side, but it's still interesting.

Yes. Kevin, I first wanted to ask on your defense sales, I mean you called out OEM revenue growth better than aftermarket. Can you parse those out? And can you comment specifically on the defense aftermarket? And are you seeing any trends there that are at all worrisome?

We're not. I think we're really bullish about the order book on the defense side. We always see lumpiness and I've talked about it in the past, APKWS, parachute orders on lumpiness on OEM, sometimes those orders ship. Sometimes the bookings are delayed. We've seen strength in aftermarket recent bookings in aftermarket, defense aftermarket have been strong. So I'm not feeling like there's any weakness, any program concerns. As you know, the defense budgets are coming through right now. And I think TransDigm is in a great position because we are on the capability extension, the technological advancement curve, we're not boots on the ground, so to speak. So it puts us in a good place for the market in the future. So both short-term and long-term, I'm reasonably optimistic about the defense budget and situation for us.

Okay. Very helpful. And if I could, on the commercial aftermarket, you grew in your fiscal first quarter, 5% sequentially, now 12% this quarter. Was any part of that step-up attributable to or can you comment on maybe average order sizes you're seeing or maybe any urgency around the orders, expedited shipment costs or benefits or anything of that nature?

We do not provide volume discounts, so there is no price advantage for buying 100 pieces compared to just one. This lack of market pressure means we are not trying to get ahead of anything. What we are observing is that the demand is not purely discretionary; there are many essential parts that customers need urgently. We're beginning to receive reports of urgent orders. Our point of sale with our distribution is performing consistently with our expectations, so all signs indicate that the business is generally beginning to recover, with a sequential growth of 5% in Q1, followed by 12% now, and a growing order book.

Do you have a preference of a greater mix of leased versus owned aircraft in the global fleet?

I don't know that we do. Generally speaking, leased folks might have historically had more restrictions on PMA and other things. But generally speaking, to us, it doesn't matter.

Okay. And then we know that you're pretty well protected on the demand side from inflation and pricing passing through costs, a pretty clear track record of that. But what about the supply side of the house? Can you remind us how you're structured there with your suppliers and how you might protect against raw material increases?

Well, we won't be able to protect against raw material increases. We will have to pass them along through our indices and price increases that we have and the mechanisms. There is no way to protect yourself unless you're willing to buffer with huge amounts of inventory, which generally we don't like to do. We also don't see the need to go really long on some of these ingredients. We have a tendency to have a lot of specialty products that we source from our supply chains around our facilities. I don't see this as a huge issue of supply yet. It doesn't mean that it won't get to that point as people struggle with possibly re-laboring their facilities. But right now, we're not in any danger position on raw material supply or supplies in general.

Maybe on commercial OE, you guys were down 50% in the quarter. I think your peers are trending down 40%. Any sort of puts and takes on where you guys are in rates, on destocking? Or when do you expect that business to start flatlining or just return to positive territory?

I assume we are crossing a certain threshold as we progress. Commercial OEM bookings can be inconsistent. We haven't lost any positions; they are just managing through their inventory and the current mix. I am confident this will resolve in the coming months and quarter. Yes. I believe the underlying assumption is that people will be flying more in the second half. We expect more commercial aftermarket activity and a continued improvement, although not dramatic. From the beginning, we anticipated a modest increase in the second half, which aligns with our estimate to achieve 44%. As you mentioned, there is about a percentage point of headwind, and that is our current focus. There are always challenges to continued cost reductions that we are examining, but we feel reasonably optimistic about our forward forecast.

Yes. Why don't I get your perspective on how things moved on the aftermarket sequentially within the quarter? So to be up nearly 30% was the test rate like...

We observed significant changes in the last month, particularly in the last six weeks of the quarter. March stood out as notably different from January and February. This was evident in the heightened activity and interest in travel and website visits. Various tracking metrics indicated that around March, there was an increase in activity, which corresponded to our own uptick as well.

And would you say that's continued in April, that level of...

Well, I can't comment on April, but I believe the flight activity and interest we've observed continues.

Is there any way to determine whether the increase in aftermarket activity is related to parked aircraft returning to the active fleet, and if so, does that create a spike that is unusually high compared to normal consumption levels? I'm curious if there's a way to analyze the data you have to clarify this situation.

Because if I was placing that, I would say that yes, some of it must be for returning aircraft although the parked fleet has slowed as to what's coming back out-of-park until there's more revenue passenger miles flown. So I think they continue to pull out capacity. They then have to get it ready to fly. So there's a little bit of that. I don't say that there's a whole lot of it is getting planes ready. I think it's actual usage, having inventory staged where you'll need it. It's just the return of flight activity, and maybe there was some harvesting of available hours on different planes or ship sets that they needed to manage now. Now I'm kind of you get into speculation.

Right. Last one for me. You mentioned the dividends and buyback hiatus. But on the M&A front, what is the pipeline like these days? Are there any actionable things? Is it a low?

Yes. I believe it's actionable at the small to medium size end of the range. The opportunities we see are leaning more towards defense. In response to Nick's earlier comments, we will see what develops. If a significant commercial business opportunity arises, we would be interested in that. However, at this time, we are actively focused on defense.

Nick or Kevin, first one for you on the OEM bookings. I was wondering if you could give us any additional detail on what's in there? Is this coming from narrow-body? Is it coming from restock? Are we seeing some offset from wide-bodies? Just some color, if you could.

Yes, there's not a lot of color I can offer on that, except that we're delivering on the order book of today, which is, as you know, is more slanted to narrow-bodies right now. Yes, I don't have a lot of insight there as to whether one ship set is in a better inventory position or anything like that. I just don't have that color.

And if Airbus were to firm up this speculated rate of 53, when do you think you would get the sort of lead notice on that?

Probably later in the fall, if they were going to go for a 2022 rate change, it's usually six months or so ahead of time, I think.

Okay. And then just finally, to follow-up on Gautam's question. If things were to improve in aerospace land in, say, the next 12 months or so, would you be willing to look at a scale acquisition like Esterline, if someone were to be there?

I find it very difficult to make predictions about that.

Yes.

I mean, we consider looking at it. Of course. I mean, we have the capital to deploy, and we'd like to be out there putting it to putting it to work, but we can't make those things happen. So we remain at the ready to take advantage of it if the opportunity happens.

Mike, earlier, you mentioned that the IG audit is similar to previous audits. I want to clarify, is that on the audit process? Or does that also include the size and scope of what they're looking at?

Both, the process, and then also the scope in terms of auditing and reviewing profitability on a set number of contracts. That's what we saw in the 2006 audit. It's also what we saw on the audit that generated the 2019 report, and it's what we're seeing now as well.

Great. And a follow-up to that would be, how do you guys think about the underlying businesses that are driving these audits? At some point, I mean, it could be pretty distracting or with the time that you spent in 2019, do you view these businesses as core? Or would you consider exiting them just to keep the distraction at a minimum from the rest of the business?

I say, I'll take this one. And Nick, you can jump in. I think these are still great businesses, core businesses. This is part of the process of doing work with the government. You have to go through this process. The U.S. is a military DoD fantastic customer. We understand that they are trying to get the best deal for their constituents as well. So it's a natural part of the process. I don't think we are afraid of it. We've spent more time integrating into it. We now have regular reviews and meetings with the DoD, the DLA. We're very connected, and it's very different today than 5, 10 years ago in terms of our connection. So if your question is, will we eventually want to get rid of these businesses because of the nuisance of military, I don't see that happening yet at all. These are still great businesses, core to us. These are products developed in a commercial environment. These are fantastic products and businesses for us.

I mean, all I'd add is there, to your point on the commercial environment, they're very frequently intertwined and very similar products. It's not that they're severable from and they're very close to the same product in many situations, if not the exact same product.

And we have very few businesses that are just 100% military. And we've been talking about some of those and offloading some of those from the Esterline side of the house. So we continue to look at this and work on it.

I think you mentioned some more M&A opportunity on the defense side, which makes sense given the environment. Do you have any hesitancy about that just given where the mix is for the Company right now? Is there a certain point beyond which you would not want to see the revenue mix toward defense?

Historically, we've always had, as Kevin mentioned in his comments, the defense mix in a non-COVID environment, that's 35% of revenue or slightly less. I think we see ourselves kind of staying in that ballpark. With some of the divestitures that happened out of the Esterline portfolio as well as some of the ones that could be coming in near-term months. We actually weight down on the defense side a little bit when you run rate for an environment that's not impacted by COVID. So we're looking at defense opportunities. And when we look on the M&A side for companies, we look for products that hit our criteria, not so much narrowing in on a specific end market and just looking at commercial and not focusing on defense. We look at the defense stuff that's out there now and size up the products to see if it fits our criteria, and we're active, as we mentioned. So shouldn't keep us out of that market and looking at opportunities in the future.

Okay. And then I think you mentioned, Kevin, on the last call that most of the cost-out actions you kind of completed for the year and there were still some COVID restructuring during the quarter, I think, fairly similar to the level in Q1. Were there new sort of cost-out opportunities that came up during the quarter? And I guess, how do you see that kind of playing out?

I believe there are some new initiatives, but we are also continuing to pay for the actions we have already undertaken.

The majority of the COVID actions have now been completed on Q1 and Q2. You'll see a little bit in Q3 and Q4, but at a far diminished rate versus what you've seen these past two quarters.

And we're never done looking at our cost position, right? So you shouldn't ever anticipate things completely ceasing there.

And I think that's been a good discipline and we continue to review the cost structure and what we need to do going forward.

Just a quick follow-up. So how do you think about contributing to the communities that you operate in as it relates to both recruitment and retaining skilled labor? Do you think that there are opportunities for better partnerships and visibility into that supply side?

As recruitment processes can be industry-based, there's always been a shortage of skilled labor. However, partnerships with local training facilities and a good recruitment strategy help to mitigate those factors. We remain optimistic about getting skilled labor onboard.

Our first question comes from the line of Myles Walton. Your question please.

Thank you all for joining us today. This concludes today's call. We appreciate your time, and thanks again for joining. Have a good day.

Thanks.

Thank you, ladies and gentlemen, for your participation in today's conference. This does conclude the program. You may now disconnect. Good day.