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, 2019. There have been no material changes to our critical accounting policies during the nine months ended July 31, 2020.



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 for the nine and three months ended July 31, 2020 have
been significantly affected by the COVID-19 outbreak, which is classified as a
global pandemic (the "Outbreak"). The effects of the Outbreak and related
actions by governments around the world to mitigate its spread have impacted our
employees, customers, suppliers and manufacturers. In response to the economic
impact from the Outbreak, we have implemented certain cost reduction efforts,
including layoffs, temporary reduced work hours and temporary pay reductions
within various departments of our business, including within our executive
management team and our Board of Directors. Additionally, our response to the
Outbreak has included the implementation of varying health and safety measures
at our facilities, including: supplying and requiring the use of personal
protective equipment; staggering work shifts; body temperature taking;
increasing work-from-home capabilities; consistent and ongoing cleaning of work
spaces and high-touch areas; and establishing processes aligned with the Centers
for Disease and Control guidelines to work with any individual exposed to
COVID-19 on their necessary quarantine period and the process for the individual
to return to work.
With respect to our results of operations, approximately half of our net sales
are derived from defense, space and other industrial markets including
electronics, medical and telecommunications. Demand for products in that half of
our business has not been
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fundamentally impacted and its operational results remain materially consistent
with financial expectations prior to the Outbreak. However, we have experienced,
and expect to continue experiencing, periodic operational disruptions resulting
from supply chain disturbances, staffing challenges - including at some of our
customers, temporary facility closures, transportation interruptions and other
conditions which slow production and orders, or increase costs. While these
issues have not yet been material overall, we have experienced disruptions in
some orders and shipments during the third quarter of fiscal 2020.

The remaining portion of our net sales is derived from commercial aviation
products and services. The Outbreak has caused significant volatility and a
substantial decline in value across global markets. Most notably, the commercial
aerospace industry experienced an ongoing substantial decline in demand
resulting from a significant number of aircraft in the global fleet being
grounded during HEICO's third quarter of fiscal 2020. Our businesses that
operate within the commercial aerospace industry have been materially impacted
by the significant decline in global commercial air travel that began in March
2020. Consolidated net sales for our businesses that operate within the
commercial aerospace industry decreased by approximately 54% during the third
quarter of fiscal 2020. Once commercial air travel resumes, cost savings will
most likely be a priority for our commercial aviation customers and we
anticipate recovery in demand for our commercial aviation products, which
frequently provide aircraft operators with significant savings. Furthermore, we
believe our cost-saving solutions and robust product development programs will
enable us to potentially increase market share and emerge with a stronger
presence within this market.

Additionally, our results of operations for the nine and three months ended July
31, 2020 have been affected by the fiscal 2019 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, 2019 and the
fiscal 2020 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,
                                               2020                           2019                          2020                         2019
Net sales                                       $1,360,831                     $1,514,118                     $386,410                     $532,324
Cost of sales                                      840,411                        909,663                      242,927                      319,493
Selling, general and administrative
expenses                                           232,835                        267,911                       75,049                       93,417
Total operating costs and expenses               1,073,246                      1,177,574                      317,976                      412,910
Operating income                                  $287,585                       $336,544                      $68,434                     $119,414

Net sales by segment:
Flight Support Group                              $731,189                       $915,480                     $178,158                     $320,016
Electronic Technologies Group                      638,285                        615,009                      210,919                      216,129
Intersegment sales                                  (8,643)                       (16,371)                      (2,667)                      (3,821)
                                                $1,360,831                     $1,514,118                     $386,410                     $532,324

Operating income by segment:
Flight Support Group                              $121,597                       $179,843                      $12,021                      $64,797
Electronic Technologies Group                      184,948                        181,160                       61,931                       62,206
Other, primarily corporate                         (18,960)                       (24,459)                      (5,518)                      (7,589)
                                                  $287,585                       $336,544                      $68,434                     $119,414

Net sales                                            100.0  %                       100.0  %                     100.0  %                     100.0  %
Gross profit                                          38.2  %                        39.9  %                      37.1  %                      40.0  %
Selling, general and administrative
expenses                                              17.1  %                        17.7  %                      19.4  %                      17.5  %
Operating income                                      21.1  %                        22.2  %                      17.7  %                      22.4  %
Interest expense                                        .8  %                         1.1  %                        .7  %                       1.0  %
Other income                                            .1  %                          .2  %                        .2  %                        .1  %
Income tax expense                                      .7  %                         3.7  %                       2.3  %                       4.7  %
Net income attributable to
noncontrolling interests                               1.2  %                         1.6  %                        .8  %                       1.5  %
Net income attributable to HEICO                      18.5  %                        16.0  %                      14.1  %                      15.2  %


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Comparison of First Nine Months of Fiscal 2020 to First Nine Months of Fiscal 2019

Net Sales

Our consolidated net sales in the first nine months of fiscal 2020 decreased by
10% to $1,360.8 million, as compared to net sales of $1,514.1 million in the
first nine months of fiscal 2019. The decrease in consolidated net sales
principally reflects a decrease of $184.3 million (a 20% decrease) to $731.2
million in net sales within the FSG partially offset by an increase of $23.3
million (a 4% increase) to a record $638.3 million in net sales within the ETG.
The net sales decrease in the FSG is principally organic and reflects lower
demand for the majority of our products and services resulting from the
significant decline in global commercial air travel beginning in March 2020 due
to the Outbreak. As a result, organic net sales of our aftermarket replacement
parts, repair and overhaul parts and services, and specialty products product
lines decreased by $89.0 million, $62.4 million, and $35.3 million,
respectively. The net sales increase in the ETG principally reflects $36.8
million contributed by our fiscal 2019 and 2020 acquisitions and higher demand
for our defense products resulting in an organic net sales increase of $14.7
million partially offset by lower demand for our space, aerospace and other
electronics products resulting in organic net sales decreases of $11.3 million,
$4.0 million and $3.3 million, respectively, largely attributable to the
Outbreak. 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 2020.

Gross Profit and Operating Expenses



Our consolidated gross profit margin decreased to 38.2% in the first nine months
of fiscal 2020, as compared to 39.9% in the first nine months of fiscal 2019,
principally reflecting a decrease of 2.7% and 2.0% in the FSG's and ETG's gross
profit margin, respectively. The decrease in the FSG's gross profit margin
principally reflects a decrease in net sales and less favorable product mix
within our repair and overhaul parts and services product line as well as a less
favorable product mix within our aftermarket replacement parts product line. The
decrease in the ETG's gross profit margin principally reflects a decrease in net
sales of certain space products and a less favorable product mix of certain
aerospace products, partially offset by increased net sales of certain defense
products. Total new product research and development ("R&D") expenses included
within our consolidated cost of sales were $49.0 million in the first nine
months of fiscal 2020, up from $48.7 million in the first nine months of fiscal
2019.

Our consolidated selling, general and administrative ("SG&A") expenses decreased
by 13% to $232.8 million in the first nine months of fiscal 2020, as compared to
$267.9 million in the first nine months of fiscal 2019. The decrease in
consolidated SG&A expenses reflects a $29.7 million decrease in
performance-based compensation expense, a $12.4 million reduction in other
general and administrative expenses and a $10.3 million reduction in other
selling expenses including outside sales commissions, marketing and travel.
These decreases were partially offset by $10.0 million attributable to the
fiscal 2019 and 2020 acquisitions and a $7.3 million increase in bad debt
expense principally due to potential collection difficulties from certain
commercial
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aviation customers that filed for bankruptcy protection during the third quarter of fiscal 2020 as a result of the financial impact of the Outbreak.



Our consolidated SG&A expenses as a percentage of net sales decreased to 17.1%
in the first nine months of fiscal 2020, down from 17.7% in the first nine
months of fiscal 2019. The decrease in consolidated SG&A expenses as a
percentage of net sales is due to a 1.8% impact from the previously mentioned
lower performance-based compensation expense partially offset by a .7% impact
from higher other general and administrative expenses as a percentage of net
sales and a .5% increase in bad debt expense principally due to potential
collection difficulties from certain commercial aviation customers that filed
for bankruptcy protection during the third quarter of fiscal 2020 as a result of
the financial impact of the Outbreak.

Operating Income


    Our consolidated operating income decreased by 15% to $287.6 million in the
first nine months of fiscal 2020, as compared to $336.5 million in the first
nine months of fiscal 2019. The decrease in consolidated operating income
principally reflects a $58.2 million decrease (a 32% decrease) to $121.6 million
in operating income of the FSG partially offset by a $3.8 million increase (a 2%
increase) to a record $184.9 million in operating income of the ETG. The
decrease in operating income of the FSG principally reflects the previously
mentioned decrease in net sales, lower gross profit margin and a $7.8 million
increase in bad debt expense principally due to potential collection
difficulties from certain commercial aviation customers that filed for
bankruptcy protection during the third quarter of fiscal 2020 as a result of the
financial impact of the Outbreak, partially offset by a $19.8 million decrease
in performance-based compensation expense. The increase in operating income of
the ETG principally reflects the previously mentioned net sales growth, a $7.6
million decrease in performance-based compensation expense and a $1.6 million
decrease in acquisition-related expenses, partially offset by the previously
mentioned decrease in gross profit margin. Further, the decrease in consolidated
operating income was partially offset by $4.8 million of lower corporate
expenses mainly attributable to a decrease in performance-based compensation
expense.

Our consolidated operating income as a percentage of net sales was 21.1% in the
first nine months of fiscal 2020, as compared to 22.2% in the first nine months
of fiscal 2019. The decrease principally reflects a decrease in the FSG's
operating income as a percentage of net sales to 16.6% in the first nine months
of fiscal 2020, as compared to 19.6% in the first nine months of fiscal 2019 and
a decrease in the ETG's operating income as a percentage of net sales to 29.0%
in the first nine months of fiscal 2020, as compared to 29.5% in the first nine
months of fiscal 2019. The decrease in the FSG's operating income as a
percentage of net sales reflects the previously mentioned lower gross profit
margin and a .3% increase in SG&A expenses as a percentage of net sales mainly
reflecting the previously mentioned higher bad debt expense and some
inefficiencies resulting from the overall impacts of the Outbreak partially
offset by the previously mentioned lower performance-based compensation expense.
The decrease in the ETG's operating income as a percentage of net sales reflects
the previously mentioned lower gross profit margin partially offset by a 1.5%
decrease in SG&A expenses as a percentage of net

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sales mainly from lower performance-based compensation expense and lower acquisition-related expenses.

Interest Expense

Interest expense decreased to $10.6 million in the first nine months of fiscal 2020, down from $16.5 million in the first nine months of fiscal 2019. The decrease was principally due to a lower weighted average interest rate on borrowings outstanding under our revolving credit facility.

Other Income

Other income in the first nine months of fiscal 2020 and 2019 was not material.

Income Tax Expense



Our effective tax rate in the first nine months of fiscal 2020 was 3.5%, as
compared to 17.1% in the first nine months of fiscal 2019. HEICO recognized a
discrete tax benefit from stock option exercises in both the first quarter of
fiscal 2020 and 2019 of $47.6 million and $16.6 million, respectively. The $31.0
million larger benefit from stock option exercises recognized in the first
quarter of fiscal 2020 was the result of more stock options exercised and the
strong appreciation in HEICO's stock price during the optionees' holding
periods. Further, the decrease in the first nine months of fiscal 2020 reflects
a larger deduction related to Foreign-Derived Intangible Income ("FDII")
principally resulting from final tax regulations that were issued in the third
quarter of fiscal 2020 as part of the Tax Cuts and Jobs Act that was enacted in
December 2017, as well as a larger income tax credit for qualified R&D
activities.

Net Income Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests relates to the 20%
noncontrolling interest held by Lufthansa Technik AG ("LHT") in HEICO Aerospace
Holdings Corp. ("HEICO Aerospace") and the noncontrolling interests held by
others in certain subsidiaries of the FSG and ETG. Net income attributable to
noncontrolling interests was $16.6 million in the first nine months of fiscal
2020, as compared to $25.0 million in the first nine months of fiscal 2019. The
decrease in net income attributable to noncontrolling interests in the first
nine months of fiscal 2020 principally reflects the impact of a dividend paid by
HEICO Aerospace in June 2019 that effectively resulted in the transfer of the
20% noncontrolling interest held by LHT in eight of our existing subsidiaries
within HEICO Aerospace that are principally part of the FSG's repair and
overhaul parts and services product line to HEICO Flight Support Corp., a wholly
owned subsidiary of HEICO. Further, the decrease in net income attributable to
noncontrolling interests reflects a decrease in operating results of certain
subsidiaries of the FSG in which noncontrolling interests are held.



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Net Income Attributable to HEICO



Net income attributable to HEICO increased to a record $251.7 million, or $1.83
per diluted share, in the first nine months of fiscal 2020, up from $242.2
million, or $1.76 per diluted share, in the first nine months of fiscal 2019.
The increase principally reflects the previously mentioned income tax benefit, a
smaller amount of net income attributable to noncontrolling interests and lower
interest expense partially offset by lower operating income.

Comparison of Third Quarter of Fiscal 2020 to Third Quarter of Fiscal 2019

Net Sales



Our consolidated net sales in the third quarter of fiscal 2020 decreased by 27%
to $386.4 million, as compared to net sales of $532.3 million in the third
quarter of fiscal 2019 mainly attributable to the Outbreak. The decrease in
consolidated net sales principally reflects a decrease of $141.9 million (a 44%
decrease) to $178.2 million in net sales within the FSG and a decrease of $5.2
million (a 2% decrease) to $210.9 million in net sales within the ETG. The net
sales decrease in the FSG is principally organic and reflects lower demand for
the majority of our products and services resulting from the significant decline
in global commercial air travel beginning in March 2020 due to the Outbreak. As
a result, organic net sales of our aftermarket replacement parts, repair and
overhaul parts and services, and specialty products product lines decreased by
$71.8 million, $43.7 million, and $26.8 million, respectively. The net sales
decrease in the ETG principally reflects lower demand for our defense and
aerospace products resulting in an organic net sales decrease of $7.3 million
and $6.4 million, respectively, mainly attributable to the Outbreak, partially
offset by net sales of $8.6 million contributed by our fiscal 2019 and 2020
acquisitions and higher demand for our space products resulting in an organic
net sales increase of $3.5 million. 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 2020.

Gross Profit and Operating Expenses



Our consolidated gross profit margin decreased to 37.1% in the third quarter of
fiscal 2020, as compared to 40.0% in the third quarter of fiscal 2019,
principally reflecting a decrease of 7.6% and 1.9% in the FSG's and ETG's gross
profit margin, respectively. The decrease in the FSG's gross profit margin
principally reflects the decrease in net sales and a less favorable product mix
within our repair and overhaul parts and services and aftermarket replacement
parts product lines. The decrease in the ETG's gross profit margin principally
reflects the decrease in net sales and a less favorable product mix of certain
commercial aerospace and defense products partially offset by increased net
sales and a more favorable product mix of certain space products. Total new
product R&D expenses included within our consolidated cost of sales were $15.1
million in the third quarter of fiscal 2020 compared to $16.6 million in the
third quarter of fiscal 2019.

Our consolidated SG&A expenses decreased by 20% to $75.0 million in the third
quarter of fiscal 2020, as compared to $93.4 million in the third quarter of
fiscal 2019. The decrease in
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consolidated SG&A expenses principally reflects an $11.1 million reduction in
other general and administrative expenses, an $11.0 million decrease in
performance-based compensation expense and a $6.0 million reduction in selling
expenses including outside sales commissions, marketing and travel. These
decreases were partially offset by a $7.2 million increase in bad debt expense
principally due to potential collection difficulties from certain commercial
aviation customers that filed for bankruptcy protection during the third quarter
of fiscal 2020 as a result of the financial impact of the Outbreak and $2.6
million attributable to the fiscal 2019 and 2020 acquisitions.

Our consolidated SG&A expenses as a percentage of net sales increased to 19.4%
in the third quarter of fiscal 2020, up from 17.5% in the third quarter of
fiscal 2019. The increase in consolidated SG&A expenses as a percentage of net
sales is due to a 1.9% impact from an increase in bad debt expense principally
due to potential collection difficulties from certain commercial aviation
customers that filed for bankruptcy protection during the third quarter of
fiscal 2020 as a result of the financial impact of the Outbreak and a 1.7%
impact from an increase in other general and administrative expenses partially
offset by a 1.7% decrease from lower performance-based compensation expense.

Operating Income



    Our consolidated operating income decreased by 43% to $68.4 million in the
third quarter of fiscal 2020, as compared to operating income of $119.4 million
in the third quarter of fiscal 2019. The decrease in consolidated operating
income principally reflects a $52.8 million decrease (an 81% decrease) to $12.0
million in operating income of the FSG. Operating income of the ETG totaled
$61.9 million and $62.2 million in the third quarter of fiscal 2020 and 2019,
respectively. The decrease in operating income of the FSG principally reflects
the previously mentioned decrease in net sales, lower gross profit margin and a
$7.3 million increase in bad debt expense principally due to potential
collection difficulties from certain commercial aviation customers that filed
for bankruptcy protection during the third quarter of fiscal 2020 as a result of
the financial impact of the Outbreak partially offset by an $8.0 million
decrease in performance-based compensation expense. Further, the decrease in
consolidated operating income was partially moderated by lower corporate
expenses of $2.7 million mainly attributable to a decrease in performance-based
compensation expense.

Our consolidated operating income as a percentage of net sales was 17.7% in the
third quarter of fiscal 2020, as compared to 22.4% in the third quarter of
fiscal 2019. The decrease in the third quarter of fiscal 2020 principally
reflects a 13.5% decrease in the FSG's operating income as a percentage of net
sales to 6.7% in the third quarter of fiscal 2020 from 20.2% in the third
quarter of fiscal 2019 partially offset by a .6% increase in the ETG's operating
income as a percentage of net sales to 29.4% in the third quarter of fiscal
2020, up from 28.8% in the third quarter of fiscal 2019. The decrease in the
FSG's operating income as a percentage of net sales reflects the previously
mentioned lower gross profit margin and a 5.9% increase in SG&A expenses as a
percentage of net sales mainly reflecting the previously mentioned higher bad
debt expense. The increase in the ETG's operating income as a percentage of net
sales reflects a 2.5% decrease in SG&A expenses as a percentage of net sales
mainly from lower performance-based
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compensation expense and a decrease in acquisition-related expenses partially offset by the previously mentioned lower gross profit margin.

Interest Expense



Interest expense decreased to $2.6 million in the third quarter of fiscal 2020,
down from $5.5 million in the third quarter of fiscal 2019. The decrease was due
to a lower weighted average interest rate on borrowings outstanding under our
revolving credit facility partially offset by a higher weighted average balance
outstanding.

Other Income

Other income in the third quarter of fiscal 2020 and 2019 was not material.

Income Tax Expense



    Our effective tax rate in the third quarter of fiscal 2020 was 13.4%, as
compared to 22.0% in the third quarter of fiscal 2019. The decrease in the third
quarter of fiscal 2020 principally reflects a larger deduction related to the
previously mentioned FDII as well as a larger income tax credit for qualified
R&D activities.

Net Income Attributable to Noncontrolling Interests



Net income attributable to noncontrolling interests relates to the 20%
noncontrolling interest held by LHT in HEICO Aerospace and the noncontrolling
interests held by others in certain subsidiaries of the FSG and ETG. Net income
attributable to noncontrolling interests was $3.2 million in the third quarter
of fiscal 2020, as compared to $8.0 million in the third quarter of fiscal 2019.
The decrease in net income attributable to noncontrolling interests in the third
quarter of fiscal 2020 principally reflects a decrease in operating results of
certain subsidiaries of the FSG in which noncontrolling interests are held as
well as the previously mentioned impact of a dividend paid by HEICO Aerospace
that resulted in the transfer of the 20% noncontrolling interest held by LHT in
eight subsidiaries within HEICO Aerospace to HEICO Flight Support Corp.

Net Income Attributable to HEICO



Net income attributable to HEICO was $54.3 million, or $.40 per diluted share,
in the third quarter of fiscal 2020, as compared to $81.1 million, or $.59 per
diluted share, in the third quarter of fiscal 2019 principally reflecting the
previously mentioned lower operating income of the FSG, partially offset by
lower income tax expense, less net income attributable to noncontrolling
interests and lower interest expense.



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Outlook



As we look ahead to the remainder of fiscal 2020, we continue to forecast
positive cash from operations. We entered the Outbreak with a healthy balance
sheet that included a strong cash position and nominal debt. While we cannot
estimate the Outbreak's duration and magnitude and cannot confidently predict
when demand for our commercial aerospace products will return to pre-Outbreak
levels, we believe HEICO is favorably positioned for long-term success despite
the short-term challenges created by the Outbreak in the global economy.

Liquidity and Capital Resources



Our principal uses of cash include acquisitions, capital expenditures, cash
dividends, distributions to noncontrolling interests and working capital needs.
At the onset of the Outbreak, we borrowed $200.0 million on our revolving credit
facility as a precautionary measure to ensure we have additional cash on hand to
pay our employees and vendors and for potential acquisition opportunities. As a
result of this borrowing and through net cash provided by operating activities,
our cash and cash equivalents increased to $395.3 million as of July 31, 2020,
up from $57.0 million as of October 31, 2019. We finance our business 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, 2020, we were in
compliance with all such covenants and our total debt to shareholders' equity
ratio was 37.9%.

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

Operating Activities



Net cash provided by operating activities was $299.0 million in the first nine
months of fiscal 2020 and consisted primarily of net income from consolidated
operations of $268.3 million, depreciation and amortization expense of $65.2
million (a non-cash item), net changes in other long-term liabilities and assets
related to the HEICO Leadership Compensation Plan of $10.6 million (principally
participant deferrals and employer contributions), $7.8 million in share-based
compensation expense (a non-cash item), and $7.5 million in employer
contributions to the HEICO Savings and Investment Plan (a non-cash item),
partially offset by a $54.4 million increase in working capital and a $9.3
million deferred income tax benefit. The increase in working capital is
inclusive of a $71.4 million decrease in accrued expenses and other current
liabilities and trade accounts payable mainly reflecting the payment of fiscal
2019 accrued performance-based compensation as well as the timing of payments; a
$48.1 million increase in inventories as a result of certain inventory purchase
commitments based on pre-Outbreak net sales expectations and to support the
backlog of certain of our businesses; and a $16.0 million
increase in contract assets, partially offset by a $96.3 million decrease in
accounts receivable resulting from lower net sales and strong cash collections.


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Net cash provided by operating activities decreased by $14.4 million in the
first nine months of fiscal 2020 from $313.4 million in the first nine months of
fiscal 2019. The decrease is principally attributable to a $16.4 million
increase in net working capital partially offset by a $3.5 million increase in
depreciation and amortization expense (a non-cash item).

Investing Activities



Net cash used in investing activities totaled $98.0 million in the first nine
months of fiscal 2020 and related primarily to acquisitions of $66.3 million
(net of cash acquired), capital expenditures of $17.5 million and investments
related to the HEICO LCP of $14.6 million. Further details regarding our fiscal
2020 acquisitions may be found in Note 2, Acquisitions, of the Notes to
Condensed Consolidated Financial Statements.

Financing Activities



Net cash provided by financing activities in the first nine months of fiscal
2020 totaled $134.6 million. During the first nine months of fiscal 2020, we
borrowed $200.0 million under our revolving credit facility to provide a cushion
of liquidity during this period of economic uncertainty resulting from the
Outbreak and $45.0 million to fund our fiscal 2020 acquisitions. Additionally,
we made $68.0 million in payments on our revolving credit facility, paid $21.6
million in cash dividends on our common stock, made $12.2 million of
distributions to noncontrolling interests, paid $7.5 million to acquire certain
noncontrolling interests, redeemed common stock related to stock option
exercises aggregating $5.3 million and received $5.3 million in proceeds from
stock option exercises.

Contractual Obligations

There have not been any material changes to the amounts presented in the table
of contractual obligations that was included in our Annual Report on Form 10-K
for the year ended October 31, 2019.

Off-Balance Sheet Arrangements

Guarantees



As of July 31, 2020, we have arranged for standby letters of credit aggregating
$4.5 million, which are supported by our revolving credit facility and pertain
to payment guarantees related to potential workers' compensation claims and a
facility lease as well as performance guarantees related to customer contracts
entered into by certain of our subsidiaries.

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 Outbreak; our liquidity and the amount and timing of cash generation; the
continued decline in commercial air travel caused by the Outbreak, 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
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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