Good day, and thank you for standing by. Welcome to the TransDigm Group Incorporated Fourth Quarter 2023 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Jaimie Stemen, Director of Investor Relations. Please go ahead.

Thank you, and welcome to TransDigm's fiscal 2023 fourth quarter earnings conference call. Presenting on the call this morning are TransDigm's President and Chief Executive Officer, Kevin Stein; Co-Chief Operating Officer, Mike Lisman; and Chief Financial Officer, Sarah Wynne. Also present for the call today is our Co-Chief Operating Officer, Joel Reiss. 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 reconciliations. I will now turn the call over to Kevin.

Good morning. Thanks for calling in today. First, I'll start off with the usual quick overview of our strategy. A few comments about the quarter and discuss our fiscal 2024 outlook. Then Mike and Sarah will give additional color on the quarter. As we previously announced on October 27, we had two Directors retired from the TransDigm Board, Merv Dunn and John Staer. Merv has served on our Board since 2009 and John since 2012. We sincerely appreciate both Merv and John's dedication to TransDigm over the years. They each have done an outstanding job as Directors and truly contributed to the long-term value creation of TransDigm. Considering these two Director retirements, our Board is now comprised of 10 Directors. For the near-term, we feel our Board size of 10 is appropriate and composed of highly qualified leaders with the appropriate skill sets to oversee and guide TransDigm. However, as we always do, we will continue to regularly assess the Board composition into the future. Now moving on to the business of today. To reiterate, we believe we are unique in the industry in both the consistency of our strategy in good times and bad 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. Our 90% of our net sales are generated by unique proprietary products. Most of our EBITDA comes from aftermarket revenues, which generally have significantly higher margins, and over any extended period, have typically provided relative stability in the downturns. We follow a consistent long-term strategy, specifically. First, 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 organizational structure and a unique compensation system closely aligned with shareholders. Fourth, we acquire businesses that fit this strategy and where we see a clear path to PE-like returns. And lastly, our capital structure and allocation are a key part 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 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 closed out the year with another good quarter. We had solid operating performance in Q4 with both total revenue and EBITDA as defined margin coming in strong. For the full-year fiscal 2023 revenue came in at the high end of our most recently published guidance and our fiscal 2023 EBITDA as defined margin surpassed that guidance. Commercial aerospace market trends remain favorable as the industry continues to recover and progress towards normalization. Global air traffic is still moving forward and demand for travel remains high. OEMs are making steady headway on aircraft production. However, total air travel remains slightly below pre-COVID levels and OEM aircraft production rates remain well below pre-pandemic levels. There is still progress to be made for the industry and our results continue to be adversely affected in comparison to pre-pandemic levels. In our business, during the quarter, we saw a healthy growth in our revenues and bookings for all three of our major market channels, commercial OEM, commercial aftermarket and defense. Revenues also sequentially improved in all three of these market channels. Our EBITDA as defined margin was 52% in the quarter. Contributing to the strong margin is the continued recovery in our commercial aftermarket revenues along with our strict operational focus and disciplined approach to cost structure management. Additionally, we had good operating cash flow generation in Q4 of over $460 million and ended the quarter with close to $3.5 billion of cash. We expect to steadily generate significant additional cash through 2024. Next, an update on our capital allocation activities and priorities. As was mentioned in our press release, we've decided to pay a special dividend of $35 per share. The dividend will be paid on November 27. Sarah will address this more later. In aggregate, including Calspan acquisition completed this past May, and this dividend to be paid in late November, we have allocated over $2.7 billion of capital in the interest of our shareholders in under seven months. Also, we disclosed in our press release earlier today, we agreed to acquire the Electron Device Business of communications and power industries, also known as CPI, for approximately $1.385 billion in cash. CPI's Electron Device Business is a leading global manufacturer of electronic components and subsystems primarily serving the aerospace and defense market. The products manufactured by this business are highly engineered proprietary components with significant aftermarket content and a strong presence across major aerospace and defense platforms. CPI's Electron Device Business generated approximately $300 million in revenue for its fiscal year ended September 30, 2023. The acquisition is currently expected to close by the end of the third quarter of our fiscal 2024. As mentioned earlier, we are exiting fiscal 2023 with a sizable cash balance of close to $3.5 billion. Pro forma for the dividend, our fiscal year-end cash balance is over $1.4 billion and growing. As always, we continue to closely monitor the credit markets and we will be assessing opportunities to utilize leverage for the acquisition of CPI's Electron Device Business and general corporate purposes, which may include potential future acquisitions, share repurchases under our stock repurchase program and dividends. Regarding the current M&A pipeline, we continue to actively look for M&A opportunities that fit our model. As we look out over the next 12 to 18 months, we continue to have a slightly stronger than typical pipeline of potential targets and remain encouraged concerning deal flow. As usual, the potential targets are mostly in the small and midsize range. I cannot predict or comment on possible closings, but we remain confident that there is a long runway for acquisitions that fit our portfolio. As we move into our new fiscal year, the capital allocation priorities at TransDigm are unchanged. Our first priority is to reinvest in our businesses; second, do accretive disciplined M&A; and third, return capital to our shareholders via share buyback or dividends. A fourth option paying down debt seems unlikely at this time, though we still do take this into consideration. Moving to our outlook for fiscal 2024. The guidance assumes no additional acquisitions or divestitures and is based on current expectations for a continued recovery in our primary commercial end markets through fiscal 2024. Throughout fiscal 2023, we were encouraged by the recovery seen in our commercial revenues and strong booking trends. Our strong bookings support the fiscal 2024 commercial end market revenue guidance, which I will comment on shortly. Trends are positive across all three of our major market channels, commercial OEM, commercial aftermarket and defense. We are cautiously optimistic that the prevailing conditions will continue to evolve favorably. We will watch this closely as we always do and will react as necessary, including taking any preemptive steps that might be warranted. Changes in market conditions and the impact to our primary end markets could lead to revisions in our guidance for 2024. Our initial guidance for fiscal 2024 continuing operations is as follows and can also be found on Slide 7 in the presentation. The pending acquisition of CPI's Electron Device Business is excluded from this guidance. The midpoint of our fiscal 2024 revenue guidance of $7.58 billion or up approximately 15%. As a reminder and consistent with past years, with roughly 10% less working days than the subsequent quarters, fiscal 2024 Q1 revenues, EBITDA and EBITDA margins are anticipated to be lower than the other three quarters of 2024. This revenue guidance is based on the following market channel growth rate assumptions. We expect commercial OEM revenue growth around 20%. Commercial aftermarket revenue growth in the mid-teens percentage range and defense revenue growth in the mid to high single-digit percentage range. The midpoint of fiscal 2024 EBITDA as defined guidance is $3.94 billion or up approximately 16% with an expected margin of around 52%. This guidance includes about 100 basis points of margin dilution from our recent Calspan acquisition. We anticipate EBITDA margin will move up throughout the year, with Q1 being the lowest and sequentially lower than Q4 of fiscal 2023. The midpoint of adjusted EPS is anticipated to be $31.97 or up approximately 24%. Sarah will discuss in more detail shortly the factors impacting EPS along with some other fiscal 2024 final assumptions and updates. We believe we are well positioned as we enter fiscal 2024. As usual, we will continue to closely watch how the aerospace and capital markets continue to develop and react accordingly. Let me conclude by stating that I am very pleased with the company's performance this year and throughout the recovery for the commercial aerospace industry. We remain focused on our value drivers, cost structure and operational excellence. We look forward to fiscal 2024 and expect that our consistent strategy will continue to provide the value you have come to expect from us. Now let me hand it over to Mike Lisman, our TransDigm Group Co-COO, to review our recent performance and a few other items.

Good morning. I'll start with our typical review of results by key market category. For the remainder of the call, I'll provide commentary on a pro forma basis compared to the prior year period in 2022, that is assuming we own the same mix of businesses in both periods. In the commercial market, which typically makes up close to 65% of our revenue, we will split our discussion into the OEM and aftermarket. Our total commercial OEM revenue increased approximately 22% in Q4 and 24% for full fiscal year 2023 compared with the prior year periods. Sequentially, total commercial OEM revenues grew by about 4% compared to Q3. Bookings in the quarter were strong compared to the same prior year period. This strong bookings throughout fiscal 2023 supports the commercial OEM guidance for revenue growth of around 20% for fiscal 2024. OEM supply chain and labor challenges persist, but appear to be slowly progressing. We continue to be encouraged by the steadily increasing commercial OEM production rates at Boeing and Airbus and the strong airline demand for new aircraft. Supply chains remain in the bottleneck in its OEM production ramp-up. While risks remain towards achieving this ramp-up across the broader aerospace sector, we are optimistic that our operating units are well positioned to support the higher production targets. Now moving on to our commercial aftermarket business discussion. Total commercial aftermarket revenue increased by approximately 27% in Q4 and 31% for the full fiscal year 2023 compared with the prior year periods. Growth in commercial aftermarket revenue was primarily driven by the continued strength in our passenger submarket, which is by far our largest submarket. We also saw growth in our interior and biz jet submarkets compared to prior year Q4. These increases were minimally offset by a slight decline in our freight submarket. The post-COVID return to flying globally continues and is buoyed our primary commercial aftermarket submarkets, passenger, biz jet and interior, while the now sustained global softness in declines in global freight volumes, seen over the past year plus likely contributed to the minor decline in the freight submarket that we saw this quarter. Sequentially, total commercial aftermarket revenues increased by approximately 2%. Commercial aftermarket bookings for this quarter were strong compared to the same prior year period. And in the full 2023 fiscal year, these commercial aftermarket bookings exceeded sales nicely. The strong bookings levels in commercial aftermarket over the past 12 months support our commercial aftermarket guide for revenue growth in the mid-teen percent range for fiscal 2024. As a reminder, when forecasting our commercial aftermarket, we always look at rolling historical 12-month average booking trends, never just the most recent quarter, due to some lumpiness that we can often see and have historically seen in this end market. This lumpiness is not quite as big as what we can see in the defense end market, but it is there nonetheless. Turning to broader market dynamics and referencing the most recent IATA traffic data for September. Global revenue passenger miles still remain lower than pre-pandemic levels, but growth in air traffic over the past few months has continued to signal steady recovery momentum. Globally, a return to 2019 air traffic levels is still expected in 2024. Domestic travel continues to surpass pre-pandemic levels. And the most recently reported traffic data for September, global domestic air traffic was up 5% compared to pre-pandemic. Domestic air travel in China continues to improve and was up 8% in September compared to pre-pandemic. This is a significant improvement from China being down 55% only 9 months ago in December. We did not expect such a steep ramp-up in China activity this past year, and it was a nice surprise. Shifting over to the U.S. Domestic air travel for September came in 6% above pre-pandemic traffic. International traffic has continued to make strides over the past few months. A quarter ago, at the end of June, international travel globally was depressed about 12% compared to pre-pandemic levels, but in the most recent data for September, this travel was only down about 7%. Now some quick color on our commercial aftermarket submarkets, starting with the biz jet submarket. Business jet utilization is below the pandemic highs reached in 2021 and continues to temper. Overall, global business jet activity does remain above pre-pandemic levels by about 10% to 15% and time will tell how this normalizes over the upcoming months. Within our biz jet submarket, our revenue was well above pre-COVID levels. Next, on the cargo submarket. As a reminder, this is one of our smaller submarkets within the commercial aftermarket bucket. Global air cargo volumes have continued to struggle and after 19 straight months of year-over-year declines, just returned to flattish to slightly positive growth these last two months. Cargo Ton-Kilometers, CTKs have been below pre-pandemic levels. Additionally, full freighter aircraft are being used less now and have seen an increase in part rates due to the return of belly-cargo capacity on the passenger side. As mentioned on our last earnings call, we've started to see some booking softness in the freight submarket of our commercial aftermarket, likely as a result of the sustained declines in CTKs and the full freighter market challenges that I referenced. One quick aside to summarize what is currently going on in our commercial aftermarket submarkets and how we, as a management team, think about it. If you take a step back and look at how things have trended from pre-COVID to the present over the past four years. At COVID's onset, we saw a precipitous drop at first in the passenger submarket, followed shortly thereafter by a big run-up in freight to levels well in excess of pre-COVID activity. After a few years of seeing these trends, these markets are now in various stages of returning back to their original trend lines. Passenger traffic continues to surge back and with it, belly-cargo, while full freighter cargo aircraft traffic is dropping back to trend. We are happy to see this dynamic. Passenger is by far our largest submarket within the commercial aftermarket and we win on this trade-off between full freighters and passenger. Shifting to 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 15% in Q4 and 11% for the full fiscal year 2023 compared with the prior year periods. This full-year defense revenue growth exceeded our last guidance expectation of growth in the mid to high single-digit range that we gave on the last call. Sequentially, total defense revenues grew by approximately 9%. Defense bookings are also up significantly this quarter compared to the same prior year period. We continue to see improvements in the U.S. government defense spend outlays, which is reflected in our defense revenue and bookings performance this quarter. We are hopeful we will continue to see steady improvement. But as we have said many times before, defense sales and bookings can be lumpy. We know the bookings and sales will come, but forecasting them with accuracy and precision is difficult. Lastly, I'd like to finish by recognizing the strong efforts and accomplishments of our 49 op unit teams during fiscal 2023. It was a good year, and we are pleased with the operating performance they delivered for our shareholders. As we enter our new fiscal year, our management teams remain committed to our consistent operating strategy and servicing the now very strong demand for our products. With that, I'd like to turn it over to our CFO, Sarah Wynne.

Thanks, Mike, and good morning, everyone. I'm going to review a few additional financial matters for fiscal 2023 and then also our expectations for fiscal 2024. First, a few additional fiscal 2023 data points on organic growth, taxes and liquidity. In the fourth quarter, our organic growth rate was 18.5%, driven by the continued rebound in our commercial OEM and aftermarket end markets. On taxes, our GAAP and adjusted tax rate finished the year within their expected ranges. Our fiscal 2023 GAAP rate was 24% and the adjusted rate was just under 25%. On cash and liquidity, free cash flow, which we traditionally defined as EBITDA less cash interest payments, CapEx and cash taxes was roughly $1.8 billion for the year, higher than the $1.4 billion we had originally expected, driven primarily by the good operating performance that Kevin and Mike mentioned, and the extra EBITDA we generated above our original guidance carries over to cash flow. As Kevin mentioned, we ended the year with approximately $3.5 billion of cash on the balance sheet or over $1.4 billion when pro forma for the $35 dividend. At year-end, our net debt-to-EBITDA ratio was 4.8x, down from the 5.3x at the end of last quarter. Pro forma for the $35 per share dividend announced this morning, our net debt-to-EBITDA ratio is 5.4x. The dividend payment date is expected to be November 27. We continue to watch the rising interest rate environment closely. We remain 80% hedged on our total $20 billion gross debt balance through a combination of interest rate caps, swaps and collars through 2025. This provides us adequate cushion against any rising rates, at least in the immediate term. Our EBITDA to interest expense coverage ratio, which, as a reminder, becomes more important in a higher interest rate environment and is a metric we actively monitor and take into consideration in these times of elevated interest rates ended the year at 3.1x on a pro forma basis, which sits comfortably in line with our pre-COVID average range of 2x to 3x. We continue to be comfortable operating the business within these brackets. With regard to any potential changes to our long-term approach to using debt to boost our equity returns, we are actively watching the interest rate environment closely, but do not anticipate any big changes in our approach at this time. Next, on the fiscal 2024 expectations, I'm going to give some more details on the financial assumptions around interest expense, taxes and share count. Special note that all of my comments and data here include the payment of the $35 dividend, but exclude the acquisition of CPI's Electron Device Business entirely, which is still subject to regulator approval, and we expect to close by the end of our third quarter in fiscal 2024. Net interest expense is expected to be about $1.25 billion in fiscal 2024. And this equates to a weighted average cash interest rate of approximately 6.3%. This estimate assumes an average SOFR rate of 5.4% for the full-year. On taxes, our fiscal 2024 GAAP, cash and adjusted tax rates are all anticipated to be in the range of 22% to 24%. The slight decrease in our tax rate versus the prior year is due mainly to the additional interest expense we are able to deduct for tax purposes, given our higher expected EBIT for 2024. On the share count, we expect our weighted average shares outstanding to be 57.8 million shares in 2024. With regard to liquidity and leverage for fiscal 2024, as we would traditionally define our free cash flow from operations at TransDigm, which again, is EBITDA as defined less cash interest payments, CapEx and cash taxes, we estimate this metric to be close to $2 billion in fiscal 2024. With regard to the dividend, the $35 per share payment announced this morning represents a gross payout of just over $2 billion. The record date for the special dividend is November 20, and the payout date is expected to be November 27. After paying out the $35 per share dividend in cash and assuming no additional acquisitions or capital market transactions, we would end the year with over $3 billion of cash on the balance sheet, which would imply a net debt-to-EBITDA ratio close to 4x at the end of fiscal 2024. However, this excludes the acquisition of CPI's Electron Device Business which is still subject to regulator approval, and we expect to close by the end of our third quarter in fiscal 2024. As Kevin mentioned at the outset, we are actively monitoring the capital markets and assessing opportunities to utilize leverage for this acquisition and general corporate purposes, which may include potential future acquisitions, share repurchases or dividends. And as a reminder, there has been no change in our approach to how we think about capital allocation or leverage with our typical target in the 5% to 7% net debt ratio range. We will continue to watch this ratio along with the cash interest coverage ratio of EBITDA to interest expense as we actively pursue options of maximizing value to our shareholders through our capital allocation strategy. So a final note on that, we think we remain in good position with adequate flexibility to pursue M&A or return cash to our shareholders via share buybacks and/or additional dividends during the course of fiscal 2024. With that, I'll turn it back to the operator to kick off the Q&A.

Our first question will come from the line of Myles Walton with Wolfe Research.

Thanks. Good morning.

Good morning.

I was hoping you can give us a little bit more color on the CPI business itself, understanding that you obviously haven't closed on it, but maybe just a little context of the nature of the aftermarket that it has, maybe it looks a little bit more defense than commercial. So how does that flow? And then maybe just from a process perspective, is this something that's been on your watch list for a while or something that's more recently popped up?

Thanks, Myles. This is an acquisition that came through deal flow. It is a business we had looked at a number of times over the years. It is a company that makes vacuum tube type products, power generation products for high-power applications in aerospace and defense. A lot of it flies. Some of it doesn't. Big applications, though are – tend to be a little more defense, but there is an industrial and medical products technology here. We look at this acquisition as right down the fairway for us. This is a component business, highly, highly engineered. With significant access to the aftermarket, these products need to be repaired and overhauled every three to four years at regular intervals. So we believe this provides the basic tenants that we look for.

Okay. And then just one quick one on defense. The sales in the quarter. Obviously, you're expecting it to be flat, is up about 9%. Is that short-cycle stuff coming through? Is the supply chain there improved? I see from the slide, it's still called it out as a watch item, but was it the better sales result of customer pull or supply performance?

It was both. We saw a bit of increased demand free up from all the main customers and a bit more on the aftermarket side and stuff we were able to get out this quarter. The bookings also ticked up, which sets us up well heading into next year. The supply chain side, that is starting to ease a little bit. It's with regard to getting the stuff we need in to build our components and ship them out the door, we're probably in a better spot than we were, say, 12 or 18 months ago, but the supply chain, our supply chain is still not back to where it was pre-COVID in terms of hitting on-time deliveries and getting stuff to us perfectly on time. So heading in the right direction, but probably still a bit more work to do there and definitely not as much of a headwind as it was, say, 12 months ago.

Okay. Thanks, guys.

Our next question will come from the line of Noah Poponak with Goldman Sachs.

Hello. Can you hear me?

Yes. Good morning.

Good morning.

Hi. I was hoping we could pick apart the exact aftermarket bookings by month in the quarter?

We don't pull apart bookings like that.

I was kidding. I was kidding, Kevin.

My blood pressure was starting to go up there. Sorry, Noah.

As you know, we don't even get the quarter.

Right, as you shouldn't. Hey. So when you just went through all that math on the balance sheet, after all this capital deployment and you mentioned ending the year at four turns of net debt-to-EBITDA, recognizing that's pre-CPI close. But even once you close that, the balance sheet – that won't change the leverage that much once you add the EBITDA and then keep generating cash flow. So I guess as you sized the special dividend, was that with an eye towards the acquisition pipeline? And should we read that to mean that you still see a lot out there to maybe go after and therefore, you wanted to leave that firepower on the balance sheet?

Yes, I think we're always ambitious and casting that wide to find opportunities that fit our criteria. We want to be aerospace, you'd love to be more commercial than defense because you can make more money, better returns on the commercial side. No, I think we see we will need to do something on the capital allocation side next year. Even with the CPI debt, we will look to take on possibly – we will need to do something towards the end of the year and whether that's a buyback or a dividend or other acquisitions, we'll have to see how the market unfolds. We're pretty encouraged by deal flow in general. We're seeing a lot of things on the M&A side. And we need to stay disciplined, and that's what we will do. And when we find a deal and we go forward with it, it's with the knowledge that we're going to hit TransDigm-like returns on these acquisitions.

Okay. And Kevin, maybe I missed it, but if you could speak to the profitability of CPI. Just we can see the revenue multiple, but what are the margins like? Where can you take them over time? And then last one for me would just be if you could touch on Calspan for a minute. Just now that you've had it for a little bit longer, that was a deal that did look a little different, had some questions from the market. Anything noteworthy there? Or just kind of what you thought you bought? Thanks.

Yes. I think margins at CPI are well, well below TransDigm margins. I think there is opportunity to improve, of course, but this is very early on in the process. We don't own the business yet. So too early for us to comment. And we usually don't comment much on this, but too early for us to have much granularity or vision there. We just know there – we're going to look to find opportunities to expand and grow that business. On Calspan, I think what I would say is we're very encouraged by the acquisition. It looks like it is running at or slightly ahead of our model. And we're very encouraged by that business and the different aspects of that market and the M&A that we did when we acquired Calspan. It's not a traditional component business. So the fact that the TransDigm model still holds is very encouraging.

Okay. Thanks very much. I appreciate it.

It seems to be at least as good as we expected when we decided to purchase it, and it may be even better based on our seven months of ownership.

Okay. Thank you.

Our next question will come from the line of Robert Stallard with Vertical Research.

Thanks so much good morning.

Good morning.

Good morning.

Just a couple from me. First of all, on the CPI business. You mentioned that it does have some sort of non-aerospace defense exposure here. Are you intending to keep that within TransDigm? Or would you be looking to sell it on?

We would keep that within TransDigm. We have a non-aerospace industrial section of the company now as pieces come along with M&A. Absolutely encouraged by that part of the business. I think the Medtronic medical device is a very interesting market, and one that we wouldn't mind learning more about through exposure through this business.

Okay. And then on the aftermarket guidance for fiscal 2024 in the mid-teens, that's roughly half where you ended up for fiscal 2023. How do you expect that to progress as the year goes by? Are we going to see an abrupt step down here? Or is it going to be a sort of gradual process and by the end of fiscal 2024 below that to full-year guidance?

Yes. We don't want to start giving anything that sounds too much like quarterly guidance, but a little bit of color on what we expect. We'd expect the gradual ramp up throughout the course of the year. As you know, Q1 for us just because of the way the working day steps work out. That is a lower percentage of the total year's revenue forecast because of the 10% working days. But we expect the March up to sort of track the takeoffs and landings, largely speaking, over the course of next year. It increases the year goes on with some sequential ramp-ups throughout fiscal 2024. It doesn't always happen that way, right? I could see some lumps here and there, but that's pretty much what we expect and consistent with prior years.

Okay. So the actual number progresses through the year, but the percentage growth rate year-on-year will be coming down as the year progresses, right?

That's fair. That's a fair assumption and obvious result of the mass and the comps the way they work. Correct.

Exactly. Okay. Thanks so much.

Our next question will come from the line of David Strauss with Barclays.

Thanks. Good morning.

Good morning.

Probably a question for Sarah. I think you talked about $2 billion in cash flow as you define it. What should we assume from work, in terms of working capital on top of that? I think this past year, you had like a $400 million drag from working capital.

Yes. On the working capital going forward, I'd probably assume about a neutral. Like you said, you saw we defined working capital as accounts receivable inventory less payables, and we added about $500 million this year. That was more than our peak to trough of the COVID downside where we took out about $400 million. And obviously, we also put some of that back in fiscal 2022. I think now we're in pretty good shape, and I would assume neutral going forward.

Okay. And Kevin, a question, I guess, two parter on the aftermarket. Are your aftermarket volumes now back about in line with pre-pandemic levels? That's the first question. And then the second question, in terms of the mid-teens growth guidance. Is it fair to think of that being roughly half price, half volume in terms of what you're thinking? Thanks.

It's Mike. I'll take that one. First, on the volume and where we stand now across our whole commercial aftermarket in FY2023, we're probably down in the volume space, something like 15% or so. That varies by submarket. The passenger piece is down, obviously, 15%, sorry, I should have highlighted that, passengers down 15%. The interior stuff is probably off a little bit more. Freight is up more from where it was pre-COVID and Biz Jet, Heli is up a bit too in the aggregate across all commercial aftermarket in FY2023. We're not quite back to 100, if 100 was FY2019, but we're close. And then in FY2024, what we expect to see on the volume side within passenger going to that submarket is basically to get back to pretty much close to 100. That's how our plans came in, which is what you'd expect, consistent with where the takeoffs and landings and RPMs are trending. And then the freight and Biz Jet both sort of trending along as well, but probably not up as big as the passenger subsegment. And then the aggregate, what that means for FY2024 across our whole commercial aftermarket bucket is that we're probably up a little bit in the volume space, above 100 if FY2019 is, again, defined as 100. The second part of your question on price and volume trends, first on price and commercial aftermarket, we aim to, as you guys know, across our business, get a slightly positive amount of real price every year. So price a little bit ahead of inflation. In this environment, that sort of implies the direction you were heading on a 15% aftermarket guide, roughly half and half. That's not miles off, sort of directionally accurate, but the price will aim to get real price ahead of inflation, but you're not too far off. We don't give the exact amount of price and volume trends, but it's directionally accurate.

Perfect. Thanks Mike.

Our next question will come from the line of Ron Epstein with Bank of America.

Hey, hello. Hey. Good morning.

Good morning.

So one of the things we've been hearing is given the move in kind of interest rates and what's going on in the financial world, that there's just less competition out there for deals from financial sponsors and private equity and so on and so forth. Is that the case? And is that giving you guys a tailwind in your potential things you could do?

I don't – I haven't found that to be the case. We see lots of competition. In fact, CPI was a competitive deal. I haven't seen anything that wasn't in a competitive process. So I have not noticed that. I think in the aerospace and defense sector, there may be deeper pockets. So I'm not seeing that there's no one bidding on businesses. I think if that was the case, there wouldn't be many things coming to market. So we're seeing a lot of competitive processes.

Got it. And then, Kevin, when you think about directions to go, help me as outsiders kind of looking in, I mean how should we think about that? I mean what vectors could you guys go down? I mean, how can I frame this so that you can actually answer it. Broadly, is there an area in the portfolio that seems like there's a hole? Or you're just kind of agnostic to just what could fit the model and kind of fit the end markets? If we just want to try to get a broader understanding of how things could go?

Yes. We don't look at the market as there are holes in technology that we need to fill or products that we have to have. We're agnostic about what products and technologies we have. We're looking for things, though, that are highly engineered, proprietary. They have a noted position in the marketplace. They have aftermarket content and of sorts. So if you look at the businesses that we continue to identify and find. They fit this criteria. And as long as we continue to find proprietary products like this, highly engineered products, we will continue to grow. There's no reason for us to believe we're running out of these. The nice thing about aerospace and defense is that there's so many technologies utilized across so many different products and applications with no commonality. There are still so many places for us to grow. I am not contemplating going outside of aerospace and defense. I don't see a need for that. We do love to learn about other markets and technologies, much like we will with CPI in the medical device side, and we'll see what we learn. But right now, I think the landscape is very full for us on the aerospace and defense side. And again, given our value generation model that we have, we don't need to acquire hundreds and hundreds of millions of dollars of EBITDA every year. We target and I'm sure all of you have heard me say this many times, if we acquire $50 million to $100 million of EBITDA per year, that's all we need to feed this model and continue to do what we do. Larger acquisitions are better. But as long as we continue to find those opportunities to swing at and we'll be fine, and we'll continue to grow quite nicely. Does that answer your question?

Yes, it does. Thanks, Kevin.

Our next question will come from the line of Sheila Kahyaoglu with Jefferies.

Good morning guys. How are you? Thank you.

Good morning.

I wanted to ask on OE margins. They're growing faster than the aftermarket. Kevin, you talked about Calspan being 100 basis points dilutive. So how do we think about that OE versus aftermarket mix on your EBITDA margin guidance?

Yes. So based on the guidance we're giving the OE slightly outgrows the aftermarket, right? We have the OE of around 20% the aftermarket we called in the mid-teens. There's a slight headwind there. If you guys took some swag at the math. I mean, it's noise level type headwind, right? We're talking a couple of tenths of a point on the margin. So nothing material that we won't be able to overcome with productivity. The big one that swings us year-over-year downward is obviously just Calspan. And as Kevin said in his comments, that's like a full point of EBITDA margin dilution downwards. So not too much headwind from the OE ramp-up, but a little bit a couple of tenths.

Okay. Got it. And you mentioned CPI is not in the guidance, but obviously well below TransDigm on the margins, it's a very wide range. Can you give us an idea of how below TransDigm margins they are? And then on aftermarket, I just wanted to ask if there's any impact from higher AOGs incorporated into your expectations?

I'll let Mike answer the last one. But on CPI, the question, I don't…

We don't own it yet. It's too early for us to comment on that. It's well below TransDigm averages. Where do we see it getting to – it's probably too early for us to even comment on that. We haven't been in the door. So we need some time to unpack that, and then we'll be able to update you. And then on the second half of your question, Sheila, I think you asked about AOG, and I assume you're trying to get it gear turbofan issues and some of the aircraft grounding that created across the fleet. It's nothing material when it comes to our guidance as far as that racks up. We're so diversified and market-weighted across all the platforms out there that there's not a big uptick we expect from that. But that said, given that those aircraft are newer and grounded, older stuff has to fly and some of the airlines are probably going to a lesser fleet to keep those older aircraft flying. It's probably about a little bit of a tailwind, but it's not material and more noise level. And it's not something that we factored a huge upside into our plan from.

Okay. Thank you.

Our next question will come from the line of Ken Herbert with RBC Capital Markets.

Yes. Hey, good morning. Good morning everybody. Maybe Kevin or Mike, when you think about aftermarket, it sounds like in 2023, China was maybe relative to initial expectations, the biggest source of upside. As you look at fiscal 2024 and the mid-teens guide either geographically or maybe in other parts of the market, where could we see some of the maybe biggest potential of upside as you think about the guidance and the market dynamics today?

Yes. So I guess two things. First, if the market grows more quickly, as you saw from our guide this year, we'll be ready to supply the demand if it's there. I think our original commercial aftermarket guidance for last year was 15%. We finished it a little bit more than double that, right? So we were conservative with the guide when we went out and the China surge back is a big contributor to what carried us up as well as the pocket of strength elsewhere. We'd look to do the same thing this year as well, provided that, that occurs. Who knows where it comes from, right? The international stuff is probably a bit more depressed still specifically in Asia Pacific, that's down the most. It could rally back. That's still down double-digit percentage versus where it was pre-COVID. Hard to forecast that, though, right? And we didn't get out over our skis when we or do we think our op units did when we came up with expectations for FY2024. I think the biggest source of upside, not just in FY2024, but as you look out a couple of years, is when you take a step back, in most prior downturns, 9/11, the financial crisis stuff that went on, you sort of got back to that original trend line after a couple of years. And now in FY2024, we're just getting back to FY2019, right? But there's still a bit of pent-up demand there potentially because you guys know what drives RPMs, right? It's GDP growth and rising middle class and all that stuff. And we've got four years now where we've sort of been below that past trend line, where we've not seen the 5% RPM growth per year that, that trend line was sort of on and where we were heading. And that sort of pent-up demand, who knows how this recovery goes. But FY2024, we'll get back to where we were in FY2019. But based on the underlying demand for global air travel, you would think there's still quite a bit of pent-up demand there that should be a good tailwind for us as well as others in the sector out beyond FY2024. And who knows if you get back to the original trend line. In prior downturns, you sort of did, and we'll see. But it should be a bit of a tailwind as we continue out past this coming year.

That's helpful. And as you look at – and it sounds like a lot of the strength in 2024 is going to come from the passenger side. Are you seeing anything that would give you a little bit more concern around pushback from airlines in terms of spare part pricing? And is that maybe at all relative to the last couple of years, any reason to think about a different assumption on pricing into the aftermarket?

No. As we said earlier, we aim to get a little bit of real price ahead of inflation. That's what we've achieved historically. That's what we'll try to do this year. Same playbook we've always had this year. No huge pushback. I think the airlines are happy to get the parts and keep their aircraft flying in the air generating revenue now.

Great. Thanks, Mike.

Our next question will come from the line of Gautam Khanna with TD Cowen.

Hey. Good morning, guys.

Good morning.

I just wanted to follow-up on two things. One, in the aftermarket, are you guys seeing any change in scope or just purchasing behavior from the airline customers because we see a lot of these airline stocks are obviously down a lot. They're under some pressure now, the companies. I don't know if you're seeing any evidence of destocking or just whatever buying less than they normally would in average order size. Anything of that nature perhaps?

Yes. We're not seeing much of that. I mean, as you know, it's hard to get exact intelligence into the inventory levels of the airlines. But generally, we're not giving them volume discounts anyway. So they don't tend to hold too much of our stuff. But no, we're not seeing very much at all. I don't think we've seen any of the dynamic you described there.

Okay. Good. And then relatedly, any discernible differences between the distribution channel and direct to the airlines and MROs?

No. For the most part, the distribution channel for us into commercial aftermarket, which is about a quarter, rough justice ebbs and flows a bit of the total commercial aftermarket revenue dollars. That's been tracking – the POS there has been pretty much tracking for this whole year, together with our commercial aftermarket growth pretty closely. So no meaningful disconnects because of distributor, inventory or anything. They've been moving not exactly unlocks that, right, because you do get little bit of noise here and there, but pretty much in the same direction consistently throughout the year.

Great. Thanks so much.

Sure.

Our next question will come from the line of Jason Gursky with Citi.

Hello? Can you hear me?

Yes.

Oh, okay, great. Yes, suddenly went silent on me. Sorry about that. Hey. I just wanted to revisit the margin question that Sheila touched on earlier in your comment that the mix shift towards OE, the growth rate being a little higher there relative to aftermarket leads to a pretty modest headwind from a margin perspective that you think you can make up in productivity. As we look out further into the future and the potential for retirements accelerating as the OE ramp goes higher. Can you just talk about how you all think internally about that potential outcome and some of the opportunities and risks to margins? Kind of curious to know whether, as retirements accelerate in certain aircraft whether you can actually get better price and so the margins of your business, have some upward bias to them? And then on the OE side, is it a question of higher volumes allowing you to expand margins as you get some OpEx leverage. I'm just kind of curious to know, longer term, how you think about a widening gap between OE growth and aftermarket growth over time and the impact that, that has on margins?

Sure. I'll try to give a little bit of color that sheds some light on how we think about the various factors here that obviously, given guidance out in FY2024 is tough enough, which is why we range-bounded to do a couple of years out after that is even tougher. But generally, as it pertains to retirements, we still make really good money on the margins on the new aircraft that come into service. If you look now at the fleet age, I think something like the fleet is a little bit older than it's been historically something like 80% of it out of the five-year warranty window versus a historical average of closer to 70%. That creates a really slight tailwind for us. Again, nothing tremendously material. But over time, as the OE production ramps up through the 2030 time period or so, you'd expect that to get probably closer to like the 70% historical average. But again, we'll still make very attractive commercial aftermarket margins on the newer stuff that's flying as well. The other question we get a lot on the retirement, and I think this is where you were going, is there some impact from USM hurt you guys. We've not seen that historically. We monitor it real time, as you know, from the price points of our products and the way the dynamic works there with higher value engine content primarily targeted as well as avionics on the USM side. We just historically have not seen much negative impact from that. The retirements are really low. They're like half of the historical average rate of 2.5% of the fleet. We don't count on that dynamic being the same for us going forward, though. So it's something we always monitor and look at real time, but we don't expect a huge headwind there. So generally, we think, obviously, the OE ramps up going forward, maybe a little bit of a margin headwind, but nothing insurmountable. And the aftermarket is going to continue growing here as well for a couple of years out. So we think we're sitting in a good spot.

Okay. That's helpful. Thank you. Appreciate it.

Our next question will come from the line of Kristine Liwag with Morgan Stanley.

Hey. Good morning everyone.

Good morning.

Maybe follow-up on – sorry, there was a delay there. Kevin, following up on your answer to Noah's earlier question, I mean taking a step back, the enterprise is generating strong free cash flow. You're able to digest a special dividend this year and the CPI acquisition and still have capacity and desire for significant capital deployment next year. So taking into consideration the current interest rate environment, what's your target leverage for next year when you assess your next capital deployment event?

Yes. I think Sarah said this in her – we would like to be in the 5x to 7x. We're comfortable in that range. And I think that's where we would like to sit. We'll see how the capital markets respond, where there are opportunities for M&A and all this will go into the mix. But as she said, 5x to 7x. We're comfortable in that range. I can't really give you a better forecast than that, that's our historical comfort range.

Great. And if I could add one on defense. I mean the pricing model regarding defense had been under the microscope with a series of IG investigations over the past 15 years. But I think with the strength in margin, what's been underestimated is the operating strength of TransDigm. So looking at the businesses that you've acquired in defense, how much more margin expansion is there on production efficiencies? And as the employee TransDigm best practices in manufacturing, is this something that you could see a few hundred basis points in margin expansion?

Across all our businesses, we target – if we continue to execute our playbook on cost reductions, getting a little bit of real price every year and growing new business, we target sort of close to a percentage point of EBITDA margin improvement per year. That's true across all parts of our businesses. Most of them have a little bit of defense, and we look to drive that kind of performance there as well. I see no reason that would change going forward. And that's through a mix of, obviously, the whole playbook, all three value drivers. New business stuff driving productivity and getting costs out and then also a little bit of real price ahead of inflation.

Great. Thank you.

Our next question will come from the line of Gavin Parsons with UBS.

Hey. Thanks very much. Good morning.

Good morning.

20% growth on OE organically, I think, implies you're back above pre-COVID levels in 2024. And I assume a decent amount of that is business jet, but just wanted to ask kind of where you are on transport? And where you think the build rates go in the year?

I think that's mostly accurate, perhaps slightly lower. Looking back to the previous peak for OEMs before the 737 MAX issue, 2019 isn’t the best comparison point, so we should reference 2018 instead. On the OEM front with Boeing and Airbus, we are actually quite a bit below previous levels. I don't have the exact statistics on hand, but we've examined them recently and noted a decline. For business jets, the commercial transport segment is slightly down, but we are seeing improvement. You've probably seen the same headlines regarding the book-to-bill ratios from major business jet manufacturers, and they are performing well with increased production volumes. The transport segment, particularly narrow-body aircraft, is doing quite well, while wide-body production remains significantly lower. If you look at wide-body forecasts, it’s challenging to find projections that suggest a return to previous peak production levels in the upcoming years. Some estimates extend to 2028 through 2030, indicating a shift toward more narrow-body aircraft by airlines, which is where the backlog is now heavily concentrated and consequently where production will be focused.

Got it. And obviously, we can see kind of overall inflation trends, but maybe it seems like there's some pressure on wages in the aerospace and defense industry. Do you guys feel like your past kind of peak inflation on the cost side?

Hard to say. We're not macroeconomic forecasters, and I don't think anybody inside your respective shops who do the macroeconomic forecasting saw this one coming. We look at past periods where inflation has spiked to the current kind of levels of that. And if you go back 80 years, usually, it goes up to this kind of level, and it's a four, five-year phenomenon. So we don't count on it necessarily coming down, hope for the best, but certainly planned for the worst. That's the way we pulled together the plan for this year. And if it goes down, we'll be – good to see that, obviously, but we certainly don't count on it. In terms of inflation pressures on our business, I think we mentioned on a couple of prior earnings calls when this question was asked, what are we seeing on materials and labor and that kind of stuff, and it's been sort of in a 5-ish percent area, maybe a little bit higher. And I would say that dynamic doesn't seem to have changed very much in the past few months. I know the CPI readings have come down that they publish here in the U.S. Europe is still high. We haven't seen any kind of coming off of the prior levels really across our business.

Got it. Thanks guys.

Our next question will come from the line of Pete Osterland with Truist Securities.

Hey. Good morning. I'm on for Mike Ciarmoli this morning. Thanks for taking our questions.

Good morning.

Just wanted to parse out what's driving your growth expectations in fiscal 2024 in the defense market. So just maybe any color on how that growth could be impacted by the budget environment? And then anything you can give us on pricing dynamics with the DoD and your expectations there?

Yes. When we pull together the guidance, obviously, we think about and take into consideration things like continuing resolutions or some potential shutdown for a short period of time. All that stuff mainly generates for us a little bit of timing impact. The demand eventually comes just given the state of the world now, we did think about that a little bit that we pulled together the guidance and made sure that we have some leeway there. So it's sort of incorporated into what you guys are providing today. And then on the pricing side, I think we continue to target kind of the same pricing dynamic we described, which is a little bit of pricing, real pricing ahead of inflation and no major change there.

Right. Thanks. And then as a follow-up, just maybe an update on labor market conditions you're seeing productivity or attrition still a significant headwind. Just given your strong margin performance, it seems like maybe it hasn't been significant, but just wondering if there's potential for additional upside there if labor-related headwinds are something you're experiencing?

Yes. We haven't seen a ton of significant headwinds. We've gone – I think you guys know a small percentage of our overall workforce is unionized. We've had several successful negotiations around wages when the renewals came up during the past 12 or 18 months in this high inflation environment with no issues, and our op unit teams have worked through it quite well, but no major issues.

This is Joel. I'll just add. I mean we've spent the last few years really working on automation projects and working to improve the – our processes within our factories to make us less susceptible to that.

This concludes today's question-and-answer session. I'd like to turn the call back to Jaimie Stemen for closing remarks.

Thank you all for joining today's call. We appreciate it. This concludes the call. We appreciate your time, and have a good day.

This concludes today's conference call. Thank you for participating. You may now disconnect.