Overview



This discussion of our financial condition and results of operations should be
read in conjunction with our condensed consolidated financial statements and
notes thereto included herein. The preparation of consolidated financial
statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ materially from those estimates if
different assumptions were used or different events ultimately transpire.

Our critical accounting policies, which require management to make judgments about matters that are inherently uncertain, are described in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," under the heading "Critical Accounting Policies" in our Annual Report on Form 10-K for the year ended October 31, 2021. There have been no material changes to our critical accounting policies during the nine months ended July 31, 2022.



Our business is comprised of two operating segments: the Flight Support Group
("FSG"), consisting of HEICO Aerospace Holdings Corp. and HEICO Flight Support
Corp. and their respective subsidiaries; and the Electronic Technologies Group
("ETG"), consisting of HEICO Electronic Technologies Corp. and its subsidiaries.

Our results of operations in fiscal 2022 continue to reflect the adverse impact
from the COVID-19 global pandemic (the "Pandemic"), including its impact on our
supply chain. Despite the aforementioned, we experienced continued improvement
in operating results in the first nine months and third quarter of fiscal 2022
as compared to the first nine months and third quarter of fiscal 2021
principally reflecting improved demand for our commercial aerospace products.
The Flight Support Group has reported eight consecutive quarters of improvement
in net sales and operating income resulting from signs of commercial air travel
recovery in certain domestic travel markets, moderated by a slower recovery in
international travel markets.

Additionally, our results of operations for the nine and three months ended July
31, 2022 have been affected by the fiscal 2021 acquisitions as further detailed
in Note 2, Acquisitions, of the Notes to Consolidated Financial Statements of
our Annual Report on Form 10-K for the year ended October 31, 2021 and the
fiscal 2022 acquisitions as further detailed in Note 2, Acquisitions, of the
Notes to the Condensed Consolidated Financial Statements of this quarterly
report.







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Results of Operations



The following table sets forth the results of our operations, net sales and
operating income by segment and the percentage of net sales represented by the
respective items in our Condensed Consolidated Statements of Operations (in
thousands):

                                                   Nine months ended July 31,                                  Three months ended July 31,
                                               2022                           2021                          2022                         2021
Net sales                                       $1,598,684                     $1,356,260                     $569,528                     $471,707
Cost of sales                                      976,308                        833,336                      348,591                      286,990
Selling, general and administrative
expenses                                           272,030                        245,053                       92,190                       83,879
Total operating costs and expenses               1,248,338                      1,078,389                      440,781                      370,869
Operating income                                  $350,346                       $277,871                     $128,747                     $100,838

Net sales by segment:
Flight Support Group                              $909,253                       $666,732                     $330,259                     $237,118
Electronic Technologies Group                      703,932                        706,182                      244,203                      239,543
Intersegment sales                                 (14,501)                       (16,654)                      (4,934)                      (4,954)
                                                $1,598,684                     $1,356,260                     $569,528                     $471,707

Operating income by segment:
Flight Support Group                              $189,329                       $103,357                      $70,756                      $42,059
Electronic Technologies Group                      189,605                        200,419                       68,029                       68,997
Other, primarily corporate                         (28,588)                       (25,905)                     (10,038)                     (10,218)
                                                  $350,346                       $277,871                     $128,747                     $100,838

Net sales                                            100.0  %                       100.0  %                     100.0  %                     100.0  %
Gross profit                                          38.9  %                        38.6  %                      38.8  %                      39.2  %
Selling, general and administrative
expenses                                              17.0  %                        18.1  %                      16.2  %                      17.8  %
Operating income                                      21.9  %                        20.5  %                      22.6  %                      21.4  %
Interest expense                                        .2  %                          .5  %                        .2  %                        .4  %
Other income                                             -  %                          .1  %                         -  %                         -  %
Income tax expense                                     4.2  %                         2.7  %                       6.0  %                       3.3  %
Net income attributable to
noncontrolling interests                               1.6  %                         1.3  %                       1.9  %                       1.4  %
Net income attributable to HEICO                      15.9  %                        16.1  %                      14.5  %                      16.3  %












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Comparison of First Nine Months of Fiscal 2022 to First Nine Months of Fiscal 2021

Net Sales

Our consolidated net sales in the first nine months of fiscal 2022 increased by
18% to a record $1,598.7 million, up from net sales of $1,356.3 million in the
first nine months of fiscal 2021. The increase in consolidated net sales
principally reflects an increase of $242.5 million (a 36% increase) to $909.3
million in net sales within the FSG, partially offset by a slight decrease of
$2.3 million to $703.9 million in net sales within the ETG. The net sales
increase in the FSG reflects strong organic growth of 26% as well as net sales
of $71.3 million contributed by our fiscal 2021 and 2022 acquisitions. The FSG's
organic growth reflects increased demand for the majority of our commercial
aerospace products and services resulting from continued recovery in global
commercial air travel as compared to the prior year. As such, organic net sales
increased by $94.9 million, $41.2 million and $35.2 million within our
aftermarket replacement parts, repair and overhaul parts and services, and
specialty products product lines, respectively. The net sales decrease in the
ETG principally reflects a 2% decrease in organic net sales, partially offset by
$13.9 million contributed by our fiscal 2021 and 2022 acquisitions. The ETG's
organic net sales decline is mainly attributable to decreased demand for our
defense products resulting in a net sales decrease of $56.0 million, partially
offset by increased demand for our other electronics, medical, space,
telecommunications and aerospace products resulting in net sales increases of
$14.4 million, $13.9 million, $7.6 million, $3.5 million and $2.5 million
respectively. Although sales price changes were not a significant contributing
factor to the change in net sales of the FSG and ETG in the first nine months of
fiscal 2022, recent cost inflation and potential supply chain disruptions may
lead to higher sales prices during the remainder of fiscal 2022.

Gross Profit and Operating Expenses



Our consolidated gross profit margin increased to 38.9% in the first nine months
of fiscal 2022, up from 38.6% in the first nine months of fiscal 2021,
principally reflecting a 3.0% improvement in the FSG's gross profit margin,
partially offset by a .6% decrease in the ETG's gross profit margin. The
increase in the FSG's gross profit margin principally reflects the previously
mentioned higher net sales across all product lines. The reduction in the ETG's
gross profit margin principally reflects the decrease in net sales of defense
products. Total new product research and development expenses included within
our consolidated cost of sales were $55.8 million in the first nine months of
fiscal 2022, up from $52.2 million in the first nine months of fiscal 2021.

Our consolidated selling, general and administrative ("SG&A") expenses were
$272.0 million in the first nine months of fiscal 2022, as compared to $245.1
million in the first nine months of fiscal 2021. The increase in consolidated
SG&A expenses principally reflects costs incurred to support the previously
mentioned net sales growth resulting in increases of $10.4 million and $5.4
million in selling expenses and general and administrative expenses,
respectively. Additionally, the increase in consolidated SG&A expenses reflects
$11.2 million attributable to our fiscal 2021 and 2022 acquisitions.




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Our consolidated SG&A expenses as a percentage of net sales decreased to 17.0%
in the first nine months of fiscal 2022, down from 18.1% in the first nine
months of fiscal 2021. The decrease in consolidated SG&A expenses as a
percentage of net sales principally reflects a .4% impact from lower intangible
asset amortization expense and a .4% favorable impact from changes in the
estimated fair value of accrued contingent consideration, as well as
efficiencies realized from the higher net sales.

Operating Income



Our consolidated operating income increased by 26% to a record $350.3 million in
the first nine months of fiscal 2022, up from $277.9 million in the first nine
months of fiscal 2021. The increase in consolidated operating income principally
reflects an $86.0 million increase (an 83% increase) to a record $189.3 million
in operating income of the FSG, partially offset by a $10.8 million decrease (a
5% decrease) to $189.6 million in operating income of the ETG. The increase in
operating income of the FSG principally reflects the previously mentioned net
sales growth, improved gross profit margin and efficiencies realized from the
higher net sales volume. The decrease in operating income of the ETG principally
reflects a lower level of efficiencies resulting from the net sales decrease and
the previously mentioned lower gross profit margin, partially offset by a
favorable impact from changes in the estimated fair value of accrued contingent
consideration. Further, the increase in consolidated operating income was
partially offset by $4.5 million of higher corporate expenses mainly
attributable to an increase in performance-based compensation expense and the
suspension of corporate salary reductions as of the end of the first quarter of
fiscal 2021.

Our consolidated operating income as a percentage of net sales increased to
21.9% in the first nine months of fiscal 2022, up from 20.5% in the first nine
months of fiscal 2021. The increase principally reflects an increase in the
FSG's operating income as a percentage of net sales to 20.8% in the first nine
months of fiscal 2022, up from 15.5% in the first nine months of fiscal 2021,
partially offset by a decrease in the ETG's operating income as a percentage of
net sales to 26.9% in the first nine months of fiscal 2022, as compared to 28.4%
in the first nine months of fiscal 2021. The increase in the FSG's operating
income as a percentage of net sales principally reflects the previously
mentioned improved gross profit margin, as well as a 2.4% impact from a decrease
in SG&A expenses as a percentage of net sales mainly reflecting the previously
mentioned efficiencies. The decrease in the ETG's operating income as a
percentage of net sales principally reflects a .9% impact from an increase in
SG&A expenses as a percentage of net sales mainly from the previously mentioned
lower level of efficiencies, partially offset by the changes in the estimated
fair value of accrued contingent consideration; and, from the previously
mentioned lower gross profit margin.

Interest Expense



Interest expense decreased to $3.2 million in the first nine months of fiscal
2022, down from $6.2 million in the first nine months of fiscal 2021. The
decrease was principally due to a lower weighted average balance of borrowings
outstanding under our revolving credit facility.





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Other Income

Other income in the first nine months of fiscal 2022 and 2021 was not material.

Income Tax Expense



Our effective tax rate was 19.4% in the first nine months of fiscal 2022, as
compared to 13.3% in the first nine months of fiscal 2021. The increase in our
effective tax rate principally reflects a 4.9% unfavorable impact from
tax-exempt unrealized losses in the cash surrender values of life insurance
policies related to the HEICO Leadership Compensation Plan ("the LCP")
recognized in the first nine months of fiscal 2022 as compared to the tax-exempt
unrealized gains recognized on such policies in the first nine months of fiscal
2021.

Net Income Attributable to Noncontrolling Interests



Net income attributable to noncontrolling interests relates to the 20%
noncontrolling interest held by Lufthansa Technik AG in HEICO Aerospace Holdings
Corp. and the noncontrolling interests held by others in certain subsidiaries of
the FSG and ETG. Net income attributable to noncontrolling interests was $26.0
million in the first nine months of fiscal 2022, as compared to $18.2 million in
the first nine months of fiscal 2021. The increase in net income attributable to
noncontrolling interests principally reflects improved operating results of
certain subsidiaries of the FSG in which noncontrolling interests are held,
inclusive of fiscal 2021 and 2022 acquisitions.

Net Income Attributable to HEICO



Net income attributable to HEICO increased by 17% to a record $254.5 million, or
$1.85 per diluted share, in the first nine months of fiscal 2022, up from $218.2
million, or $1.58 per diluted share, in the first nine months of fiscal 2021
principally reflecting the previously mentioned higher consolidated operating
income, partially offset by the increase in the effective tax rate.




















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Comparison of Third Quarter of Fiscal 2022 to Third Quarter of Fiscal 2021

Net Sales



Our consolidated net sales in the third quarter of fiscal 2022 increased by 21%
to a record $569.5 million, up from net sales of $471.7 million in the third
quarter of fiscal 2021. The increase in consolidated net sales principally
reflects an increase of $93.1 million (a 39% increase) to a record $330.3
million in net sales within the FSG and an increase of $4.7 million (a 2%
increase) to $244.2 million in net sales within the ETG. The net sales increase
in the FSG reflects strong organic growth of 25% as well as net sales of $35.0
million contributed by our fiscal 2022 and 2021 acquisitions. The FSG's organic
growth reflects increased demand for the majority of our commercial aerospace
products and services resulting from continued recovery in global commercial air
travel as compared to the prior year. As such, organic net sales increased by
$32.1 million, $15.3 million and $10.7 million within our aftermarket
replacement parts, specialty products, and repair and overhaul parts and
services product lines, respectively. The net sales increase in the ETG
principally reflects $3.4 million contributed by our fiscal 2021 and 2022
acquisitions and organic growth of 1%. The ETG's organic growth is mainly
attributable to increased demand for our other electronics, space, and medical
products resulting in net sales increases of $9.5 million, $5.5 million and $4.6
million, respectively, partially offset by decreased demand for our defense
products resulting in a net sales decrease of $19.3 million. Although sales
price changes were not a significant contributing factor to the change in net
sales of the FSG and ETG in the third quarter of fiscal 2022, recent cost
inflation and potential supply chain disruptions may lead to higher sales prices
during the remainder of fiscal 2022.

Gross Profit and Operating Expenses



Our consolidated gross profit margin was 38.8% in the third quarter of fiscal
2022, as compared to 39.2% in the third quarter of fiscal 2021, principally
reflecting a .5% decrease in the ETG's gross profit margin, partially offset by
a 1.4% improvement in the FSG's gross profit margin. The reduction in the ETG's
gross profit margin principally reflects the decrease in net sales of defense
products. The increase in the FSG's gross profit margin principally reflects the
previously mentioned higher net sales across all product lines. Total new
product research and development expenses included within our consolidated cost
of sales were $18.7 million in the third quarter of fiscal 2022, up from $18.0
million in the third quarter of fiscal 2021.

Our consolidated SG&A expenses were $92.2 million in the third quarter of fiscal
2022, as compared to $83.9 million in the third quarter of fiscal 2021. The
increase in consolidated SG&A expenses principally reflects $4.9 million
attributable to our fiscal 2021 and 2022 acquisitions and an increase of $4.3
million in selling expenses to support the previously mentioned net sales
growth, partially offset by a $.9 million decrease in general and administrative
expenses.

Our consolidated SG&A expenses as a percentage of net sales decreased to 16.2%
in the third quarter of fiscal 2022, down from 17.8% in the third quarter of
fiscal 2021. The decrease in consolidated SG&A expenses as a percentage of net
sales principally reflects efficiencies




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realized from the higher net sales, as well as a .6% favorable impact from changes in the estimated fair value of accrued contingent consideration and a .4% impact from lower intangible asset amortization expense.

Operating Income



Our consolidated operating income increased by 28% to a record $128.7 million in
the third quarter of fiscal 2022, up from $100.8 million in the third quarter of
fiscal 2021. The increase in consolidated operating income principally reflects
a $28.7 million increase (a 68% increase) to a record $70.8 million in operating
income of the FSG, partially offset by a $1.0 million decrease (a 1% decrease)
to $68.0 million in operating income of the ETG. The increase in operating
income of the FSG principally reflects the previously mentioned net sales
growth, improved gross profit margin, and efficiencies realized from the higher
net sales volume. The decrease in operating income of the ETG principally
reflects the previously mentioned lower gross profit margin.

Our consolidated operating income as a percentage of net sales increased to
22.6% in the third quarter of fiscal 2022, up from 21.4% in the third quarter of
fiscal 2021. The increase principally reflects an increase in the FSG's
operating income as a percentage of net sales to 21.4% in the third quarter of
fiscal 2022, up from 17.7% in the third quarter of fiscal 2021, partially offset
by a decrease in the ETG's operating income as a percentage of net sales to
27.9% in the third quarter of fiscal 2022, as compared to 28.8% in the third
quarter of fiscal 2021. The increase in the FSG's operating income as a
percentage of net sales principally reflects a 2.3% impact from a decrease in
SG&A expenses as a percentage of net sales mainly reflecting the previously
mentioned efficiencies, as well as the improved gross profit margin. The
decrease in the ETG's operating income as a percentage of net sales principally
reflects the previously mentioned lower gross profit margin and a .4% impact
from an increase in SG&A expenses as a percentage of net sales inclusive of an
increase in performance-based compensation expense and the previously mentioned
changes in the estimated fair value of accrued contingent consideration.

Interest Expense



Interest expense decreased to $1.4 million in the third quarter of fiscal 2022,
down from $1.7 million in the third quarter of fiscal 2021. The decrease was
principally due to a lower weighted average balance of borrowings outstanding
under our revolving credit facility, partially offset by a higher weighted
average interest rate.

Other Income

Other income in the third quarter of fiscal 2022 and 2021 was not material.










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Income Tax Expense



Our effective tax rate was 27.0% in the third quarter of fiscal 2022, as
compared to 15.7% in the third quarter of fiscal 2021. The increase in our
effective tax rate principally reflects a 5.3% unfavorable impact from
tax-exempt unrealized losses in the cash surrender values of life insurance
policies related to the LCP recognized in the third quarter of fiscal 2022 as
compared to the tax-exempt unrealized gains recognized on such policies in the
third quarter of fiscal 2021. The increase also reflects a 2.6% unfavorable
impact as the third quarter of fiscal 2021 benefited from a larger income tax
credit due to higher qualifying R&D expenditures.

Net Income Attributable to Noncontrolling Interests



Net income attributable to noncontrolling interests relates to the 20%
noncontrolling interest held by Lufthansa Technik AG in HEICO Aerospace Holdings
Corp. and the noncontrolling interests held by others in certain subsidiaries of
the FSG and ETG. Net income attributable to noncontrolling interests was $10.5
million in the third quarter of fiscal 2022, as compared to $6.8 million in the
third quarter of fiscal 2021. The increase in net income attributable to
noncontrolling interests principally reflects improved operating results of
certain subsidiaries of the ETG and FSG in which noncontrolling interests are
held, inclusive of fiscal 2021 and 2022 acquisitions.

Net Income Attributable to HEICO



Net income attributable to HEICO increased by 7% to $82.5 million, or $.60 per
diluted share, in the third quarter of fiscal 2022, up from $76.9 million, or
$.56 per diluted share, in the third quarter of fiscal 2021 principally
reflecting the previously mentioned higher consolidated operating income,
partially offset by the increase in the effective tax rate.

Outlook



As we look ahead to the remainder of fiscal 2022, we expect global commercial
air travel to continue growing despite the potential for additional Pandemic
variants. We remain cautiously optimistic that the ongoing worldwide rollout of
Pandemic vaccines, including boosters, will continue to positively influence
global commercial air travel and benefit the markets we serve. But, it still
remains very difficult to predict the Pandemic's path and effect, including
factors like new variants and vaccination rates, potential supply chain
disruptions and inflation, which can impact our key markets. Therefore, we feel
it would not be responsible to provide fiscal 2022 net sales and earnings
guidance at this time. However, we believe our ongoing conservative policies,
strong balance sheet, and high degree of liquidity enable us to continuously
invest in new research and development, take advantage of periodic strategic
inventory purchasing opportunities, and execute on our successful acquisition
program, which collectively position HEICO for market share gains.







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Liquidity and Capital Resources



Our principal uses of cash include acquisitions, capital expenditures, cash
dividends, distributions to noncontrolling interests and working capital needs.
We now anticipate fiscal 2022 capital expenditures to be approximately $35
million. We finance our activities primarily from our operating and financing
activities, including borrowings under our revolving credit facility. The
revolving credit facility contains both financial and non-financial covenants.
As of July 31, 2022, we were in compliance with all such covenants and our total
debt to shareholders' equity ratio was 9.9%.

On April 7, 2022, we entered into an amendment to extend the maturity date of
our Revolving Credit Facility Agreement ("Credit Facility") by one year to
November 2024 and to replace the Eurocurrency Rate with Adjusted Term SOFR as an
election in which borrowings under the Credit Facility accrue interest, as such
capitalized terms are defined in the Credit Facility.

Based on our current outlook, we believe that our net cash provided by operating
activities and available borrowings under our revolving credit facility will be
sufficient to fund cash requirements for at least the next twelve months.

Operating Activities



Net cash provided by operating activities was $323.9 million in the first nine
months of fiscal 2022 and consisted primarily of net income from consolidated
operations of $280.5 million, depreciation and amortization expense of $70.5
million (a non-cash item), net changes in other long-term liabilities and assets
related to the LCP of $13.7 million (principally participant deferrals and
employer contributions), $9.8 million in share-based compensation expense (a
non-cash item), and $8.9 million in employer contributions to the HEICO Savings
and Investment Plan (a non-cash item), partially offset by a $65.8 million
increase in net working capital. The increase in net working capital principally
reflects a $61.2 million increase in inventories reflecting strategic buys
within our distribution businesses and to support an increase in consolidated
backlog.

Net cash provided by operating activities decreased by $10.2 million in the
first nine months of fiscal 2022 from $334.1 million in the first nine months of
fiscal 2021. The decrease is principally attributable to an $82.6 million
increase in net working capital, partially offset by a $44.0 million increase in
net income from consolidated operations, a $24.8 million decrease in deferred
income tax benefits and a $3.5 million increase in share-based compensation
expense. The increase in net working capital primarily resulted from the
previously mentioned increase in inventories.









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Investing Activities



Net cash used in investing activities totaled $223.4 million in the first nine
months of fiscal 2022 and related primarily to acquisitions of $175.3 million,
capital expenditures of $24.4 million, investments related to the LCP of $13.4
million, and $10.3 million of other investing activities. Further details
regarding our fiscal 2022 acquisitions may be found in Note 2, Acquisitions, of
the Notes to Condensed Consolidated Financial Statements.

Financing Activities



Net cash used in financing activities in the first nine months of fiscal 2022
totaled $70.1 million. During the first nine months of fiscal 2022, we made
$157.0 million in payments on our revolving credit facility, redeemed common
stock related to stock option exercises aggregating $25.8 million, paid $24.5
million in cash dividends on our common stock, made $16.8 million of
distributions to noncontrolling interests and paid $8.7 million to acquire
certain noncontrolling interests, which were partially offset by $162.0 million
of borrowings under our revolving credit facility.

Other Obligations and Commitments

Except for the pending acquisition discussed below, there have not been any material changes to our other obligations and commitments that were included in our Annual Report on Form 10-K for the year ended October 31, 2021.



As discussed in Note 2, Acquisitions, on August 5, 2022, we entered into a
purchase agreement to acquire approximately 95% of the stock of Exxelia
International for €453 million plus the assumption of approximately €14 million
of liabilities. The closing of the transaction, which is expected to occur in
the first quarter of fiscal 2023, is subject to customary closing conditions,
including, among others, obtaining a required foreign antitrust clearance and
foreign investment authorizations. Changes in the exchange rate between the Euro
and the U.S. dollar will either favorably or unfavorably affect the purchase
price as translated into U.S. dollars upon closing. A hypothetical 10% weakening
or strengthening in the exchange rate of the Euro to the U.S. dollar as of July
31, 2022 would decrease or increase the purchase price as translated into U.S.
dollars by $46.3 million.

New Accounting Pronouncements

See Note 1, Summary of Significant Accounting Policies - New Accounting Pronouncements, of the Notes to Condensed Consolidated Financial Statements for additional information.











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Forward-Looking Statements



Certain statements in this report constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. All
statements contained herein that are not clearly historical in nature may be
forward-looking and the words "anticipate," "believe," "expect," "estimate" and
similar expressions are generally intended to identify forward-looking
statements. Any forward-looking statement contained herein, in press releases,
written statements or other documents filed with the Securities and Exchange
Commission or in communications and discussions with investors and analysts in
the normal course of business through meetings, phone calls and conference
calls, concerning our operations, economic performance and financial condition
are subject to risks, uncertainties and contingencies. We have based these
forward-looking statements on our current expectations and projections about
future events. All forward-looking statements involve risks and uncertainties,
many of which are beyond our control, which may cause actual results,
performance or achievements to differ materially from anticipated results,
performance or achievements. Also, forward-looking statements are based upon
management's estimates of fair values and of future costs, using currently
available information. Therefore, actual results may differ materially from
those expressed in or implied by those forward-looking statements. Factors that
could cause such differences include: the severity, magnitude and duration of
the Pandemic; our liquidity and the amount and timing of cash generation; lower
commercial air travel caused by the Pandemic and its aftermath, airline fleet
changes or airline purchasing decisions, which could cause lower demand for our
goods and services; product specification costs and requirements, which could
cause an increase to our costs to complete contracts; governmental and
regulatory demands, export policies and restrictions, reductions in defense,
space or homeland security spending by U.S. and/or foreign customers or
competition from existing and new competitors, which could reduce our sales; our
ability to introduce new products and services at profitable pricing levels,
which could reduce our sales or sales growth; product development or
manufacturing difficulties, which could increase our product development and
manufacturing costs and delay sales; our ability to make acquisitions and
achieve operating synergies from acquired businesses; customer credit risk;
interest, foreign currency exchange and income tax rates; economic conditions,
including the effects of inflation, within and outside of the aviation, defense,
space, medical, telecommunications and electronics industries, which could
negatively impact our costs and revenues; and defense spending or budget cuts,
which could reduce our defense-related revenue. We undertake no obligation to
publicly update or revise any forward-looking statement, whether as a result of
new information, future events or otherwise, except to the extent required by
applicable law.







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