Good morning. Welcome to Allison Transmission's First Quarter 2016 Results Conference Call. My name is Melissa, and I will be your conference operator today. At this time, all participants are in a listen-only mode. After the prepared remarks, the management team from Allison Transmission will conduct a question-and-answer session. Conference call participants will be given instructions at that time. As a reminder, this conference is being recorded. I would now like to turn the conference over to Fred Bohley, the company's Vice President of Finance. Please go ahead, sir.

Thank you, Melissa. Good morning and thank you for joining us on our first quarter 2016 results conference call. With me this morning are Larry Dewey, Allison Transmission's Chairman, and Chief Executive Officer; and Dave Graziosi, Allison Transmission's President and Chief Financial Officer. As a reminder, this call, webcast and presentation we are using this morning are available on the Investor Relations section of our website, allisontransmission.com. A replay of this call will be available through May 3. As shown on page two of the presentation, many of our remarks today contain forward-looking statements based on current expectations. These forward-looking statements are subject to known and unknown risks, including those set forth in our first quarter 2016 results press release and our Annual Report on Form 10-K for the year ended December 31, 2015, and uncertainties and other factors, as well as general economic conditions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those that we express today. In addition, as noted on page three of the presentation, some of the remarks today contain non-GAAP financial measures as defined by the SEC. You can find reconciliations of the non-GAAP financial measures to the most comparable GAAP measures attached as an appendix to the presentation and to our first quarter 2016 results press release. Today's call is set to end at 9 A.M. Eastern Time. In order to maximize participation opportunities on the call, we'll take one question from each analyst. Please turn to slide four of the presentation for the call agenda. Now, I'll turn the call over to Larry Dewey.

Thank you, Fred. Good morning and thank you for joining us today. On today's call, I'll provide you with an overview of our first quarter performance, including net sales by end market. Dave will review the first quarter financial performance, including adjusted EBITDA and adjusted free cash flow. I'll wrap up the prepared comments with the full year 2016 guidance update prior to Q&A. We're pleased to report that Allison's first quarter 2016 results are within the full year guidance ranges we provided to the market on February 8. The year-over-year reductions in the global Off-Highway and Service Parts, Support Equipment & Other end markets net sales are consistent with the previously contemplated impact of low energy and commodity prices. During the first quarter, Allison also continued to demonstrate solid operating margins and free cash flow, while executing its prudent approach to capital structure and allocation. Please turn to slide five of the presentation for the Q1 2016 performance summary. Net sales decreased 8% from the same period in 2015, principally driven by lower demand in the global Off-Highway and Service Parts, Support Equipment & Other end markets. Gross margin for the quarter was 46.5%, a decrease of 100 basis points from a gross margin of 47.5% for the same period in 2015, principally driven by decreased net sales, partially offset by favorable material costs and lower manufacturing expense commensurate with the decreased net sales. Adjusted net income decreased $41 million from the same period in 2015, principally driven by decreased net sales, stockholder activism expense, dual power inverter module, or DPIM, extended coverage program adjustments, increased cash interest expense and unfavorable product warranty adjustments, partially offset by favorable material costs and lower manufacturing expense. Please turn to slide six of the presentation for the Q1 2016 sales performance summary.…

Thank you, Larry. Please turn to slide seven of the presentation for the Q1 2016 financial performance summary. Given Larry's comments, I'll focus on other income statement line items and adjusted EBITDA. Selling, general and administrative expenses increased $6 million after excluding the stockholder activism expenses of $4 million from the same period in 2015. The increase was principally driven by a favorable 2015 adjustment related to the DPIM extended coverage program, an unfavorable 2016 adjustment related to the DPIM extended coverage program, and unfavorable product warranty adjustments. Engineering, research and development expenses were flat with the same period in 2015. Interest expense net decreased $3 million from the same period in 2015, principally driven by debt repayments and refinancing, partially offset by unfavorable mark-to-market adjustments for our interest rate derivatives. Cash interest expense increased $3 million from the same period in 2015, principally driven by the second quarter 2015 refinancing of our 7.125% senior notes that paid interest in May and November, with additional term loan B3 borrowing that pays interest monthly. Income tax expense for the first quarter of 2016 was $28 million, resulting in an effective tax rate of 36.9% versus an effective tax rate of 36.8% for the same period in 2015. Diluted earnings per share for the quarter was $0.33, excluding stockholder activism expenses of $0.01 and mark-to-market adjustments for our interest rate derivatives of $0.04. Adjusted EBITDA for the quarter was $162 million or 35.1% of net sales compared to $190 million or 37.7% of net sales for the same period in 2015. The decrease was principally driven by decreased net sales and unfavorable product warranty adjustments, partially offset by favorable material costs and lower manufacturing expense. Please turn to slide eight of the presentation for the Q1 2016 cash flow performance summary. Net cash provided by operating activities increased $27 million from the same period in 2015, principally driven by decreased operating working capital, lower incentive compensation payouts and decreased excess tax benefit from stock-based compensation, partially offset by decreased net sales and increased cash interest expense. Adjusted free cash flow increased $15 million from the same period in 2015, principally driven by increased net cash provided by operating activities, partially offset by increased capital expenditures and decreased excess tax benefit from stock-based compensation. Allison continued its prudent approach to capital structure and allocation during the first quarter by settling $33 million of share repurchases, paying a dividend of $0.15 per share and repaying $6 million of debt. We ended the quarter with a net leverage of 3.03%, $299 million of cash, $461 million of revolver availability and $161 million of authorized share repurchasing capacity. Now. I'll turn the call back over to Larry.

Please turn to slide nine of the presentation for the full year 2016 guidance update. We anticipate no meaningful release from the global Off-Highway end market challenges and are affirming our full year guidance ranges released to the market on February 8. Net sales decrease of 6.5% to 9.5% year-over-year, an adjusted EBITDA margin of 32.5% to 34%, an adjusted free cash flow of $400 million to $450 million, capital expenditures of $65 million to $75 million, and cash income taxes of $10 million to $15 million. Although we are not providing specific second quarter 2016 guidance, Allison does expect second quarter net sales to be down year-over-year and up sequentially. This concludes our prepared remarks. Melissa, please open the call for questions.

Thank you. At this time we'll be conducting a question-and-answer session. Our first question comes from the line of Ross Gilardi with Bank of America Merrill Lynch. Please proceed with your question.

Yeah, good morning. Thank you.

Good morning.

Larry, can you just talk a little bit more about the recent board changes and what they mean for the company. I mean you've got some more outsiders on the board right now. Is there a push for management to pursue any new strategies, a different capital allocation approach that would be a notable change from what the company is already doing?

In March, in fact, on the 14th, we announced the additional changes that you're referring to. And really those continue our efforts that we've made over the past couple of years to refresh, transform and strengthen the composition of the board as the sponsors have sold down their investments. And as you noted, we added some significant industrial operational expertise in Asian business acumen. By expanding the board, we added two seats. And we appointed Stan Askren and Richard Lavin as directors. And then of course on this year's ballot, we've also provided our shareholders the opportunity to vote on a candidate who provides additional shareholder representation by nominating Jamie Star of Longview Asset Management to fill the vacancy created by Greg Ledford's retirement. Then we also announced some changes to adopt best-in-class corporate governance practices. We amended our bylaws to immediately implement a majority voting standard in a non-contested director election, also provide proxy access to qualified shareholders at the 2017 Annual Meeting, and then we submitted a charter amendment to our stockholders that, if approved, we'll implement the annual election of our directors starting at our Annual Meeting next year. So, we'll end up with a board made up of 11 directors, 10 of whom are independent, and six of that 10 who've joined the board in the past two years, including Greg Spivy of ValueAct, and of course, as I previously mentioned, assuming he is elected, Jamie Star of Longview Asset Management. So, it's really part of the transition of the board. There we continue, as you might imagine, to have dialogue over capital allocation. I would say, at this point in time, if we had made changes, we would announce those, but we continue to march, and continue to looking and see what is the most prudent course of action relative to capital allocation. Again, from an operating standpoint, as we've said on a number of occasions, our task is to drive the results and then put that in front of the board, and then the board can decide on behalf of all stockholders what's the best use of the capital that we are generating.

Thanks very much.

Yeah.

Thank you. Our next question comes from the line of Jerry Revich with Goldman Sachs. Please proceed with your question.

Good morning, everyone.

Good morning.

Good morning.

Dave, can you talk about the EBITDA bridge in the quarter, what was the headwind from the warranty charge that you took in the first quarter of this year and what's the outlook for warranties from here and can you talk about if pricing was a benefit to margins on a year-over-year basis? Thanks.

Sure. The warranty adjustments, again, talking EBITDA bridge, so it excludes the DPIM charges and credits that we mentioned here on the call. As you know, in prior quarters and our results, we typically look at our warranty accruals on a quarterly basis, that's based on extensive product experience used in the field, et cetera. So, I would not describe anything in the quarter as unusual. Our normal cadence is to make adjustments, whether those are up or down. Unfortunately, in the first quarter, there were a number of situations where as we updated our experience, we recorded some additional provisions. I would say, overall, for the year, our expectations have not changed significantly relative to warranty. On the price side, as we talked about on the fourth quarter call, for full year, we are in the range of $5 million to $10 million for total price year-over-year. First quarter, frankly being the leanest of the four quarters relative to price, just given the activity level that we had in the first quarter of last year, as you'll recall significant price appreciation last year and some of that was run rated frankly from 2014. So, again, we're not changing the guide relative to price for full year or warranty for that matter.

Jerry, one thing I'll add. This is Larry. When we look at situations, we feel very good about the quality improvements we have made. For the adjustments that we made, we did have a couple of situation spills as we call them that we had identified actually last year. And as we continue to look at it, we take a very aggressive approach to going after those on behalf of the customer. And so as we looked at where we were at, we said, look, we think that we're going to need a little more in those funds to go after that and maintain the Allison brand promise in the field, and that's really where it comes from. It's not a fundamental change in the run rate. It's really directed towards very specific field action activities, and we think we've got our arms around that, but we are going after it very aggressively.

Okay. Thank you.

Thank you. Our next question comes from the line of Robert Wertheimer with Barclays. Please proceed with your question.

Hi. Good morning, everybody. My question is on, if you have a view on U.S. inventories in straight truck. Inventories have come off a bit which is nice, still at pretty elevated levels. I'm not sure if we know what the right level is in a low interest rate environment, how far down you think inventories might come and whether that'll be flushed out this year?

Well, you're probably looking at the same charts I'm looking at right now relative to the Class 6, Class 7 truck inventory to retail sales ratio, and the Class 8 straight truck inventory. Those are a couple that we pay close attention to because they are a big part. We have seen -- you could argue that Class 8 has moved around a fair amount, but it's within the range, but it's at the high range. Class 6, Class 7 looks to be in a little better shape from the normal. I think the low interest rates does make that situation a little less painful to folks, and so you probably alter the fundamental equation of cost of inventory versus the loss sale perspective. And so people are probably carrying a little more. We would expect, and we talked about this, we talked that we thought early in the year that folks would be taking some actions to bring that down a little closer to the target point, the center point of the range. We've seen a few corrections in recent months, but we're not where we need to be. Now, it's end of April, so I guess we've got a couple of months in the quarter and the half, but I would say that we would expect that it probably would take a little longer than the first half for folks to bring that in line.

Thanks.

Yeah.

Thank you. Our next question comes from the line of Jamie Cook with Credit Suisse. Please proceed with your question. Jamie L. Cook - Credit Suisse Securities (USA) LLC (Broker) Hi. Good morning. I guess a questions. One, Parts was down again meaningfully this quarter. Can you just talk about what you're seeing in the different divisions or the different segments and whether you're seeing any signs of bottoming maybe in sort of the Off-Highway markets? And I know the rest of world On-Highway markets were pretty good. And then, Dave, I guess my other question is, as you sit here and you think about where we are in 2016, and maybe it's too premature to talk about 2017, but based on your view of the business today, do you think there are incremental cost-cutting opportunities that Allison can undergo, or do you feel like most of these markets are pretty bottomed out, that we won't have to think about that as we approach 2017? Thanks.

Sure. In terms of Parts, as we talked about here for first quarter, really consistent with our thoughts around that; On-Highway a bit better, Off-Highway, continuing to be challenged. It's probably a nice way of putting that. The reality is, we think about just looking at the pieces for North America Off-Highway service, we expect reasonably flat results Q2 through Q4 with Q1 levels. So, as we look outside of North America, again, pretty flat across the quarters. So, overall, as I said, a bit softer than I believe we expected for full year at some level. We continue to spend a fair bit of time addressing inventories in the channel and trying to figure out where those fit. As we had talked about on the fourth quarter call, there was the issue raised about hearing some things from the channel, maybe a bit better than people were expecting. The reality, as we said at the time, that was not really consistent with what we're seeing. And I think bluntly stated, as we look at the balance of the year, it continues to be extremely challenged. So, overall, expectations are down significantly year-over-year as we talked about on the fourth quarter call. And again, we'll keep an eye on things, but it becomes very much a post-2016 world to focus on at this point in terms of after-market. So, we'll get to that. As to your question in terms of 2016 versus 2017, we continue to keep a close eye on costs. As we talked about on the fourth quarter call, there is some cadence of that as we so called earn our way into the year and see how business conditions are presenting themselves and opportunities for that matter to Allison. So, as we said earlier, our thought process is we're going to get after the opportunities that are meaningful and that are good investments, but again, we're taking a very cautious view as the year rolls out here from a cost perspective. And there is a number of things that we can do with levers in the business from a cost perspective. We've done some of that already. There are other opportunities there, but frankly some of that is going to be tied to the volume cadence that we see. We continue to constrain output through manning (22:25), and that's largely a variable process for us to look at on a very consistent basis. Beyond that, we will scale spending to whatever the business conditions are presented to the business, but overall, we are not going to move away from our focus on strategic initiatives. And more importantly, some of the growth initiatives we've launched here more recently. Jamie L. Cook - Credit Suisse Securities (USA) LLC (Broker) Okay. Thanks. I'll get back in queue.

Thank you. Our next question comes from the line of Larry De Maria with William Blair. Please proceed with your questions.

Hi. Thanks. Good morning, everybody.

Good morning.

Just a question on the EBITDA margin cadence throughout the year. Obviously, margin went down year-over-year, but still pretty solid. And you noted, sales will increase sequentially in the second quarter. So, when should we start to see these lower margins throughout the year to get you down towards the guidance level, could you just give us some help on the cadence of margins throughout the year?

Sure. As we typically see with the business, there is some seasonality. Our sales in the first half are usually higher than the second half. There are number of reasons for that. We don't see this year playing out any differently from that perspective in terms of run rating. As we talked about with the Q2 expectations on sales, we would look at that as probably one of the higher, the highest quarter for the year at this stage, certainly second half tailing off a bit. As I said, there is seasonality in there. If you look at the margins, they typically are going to follow for the most part volume. So, when you look at first half-second half, we do have EBITDA margins higher in the first half than the second half. And historically, I think, as you know, our Q4 results typically are some of the lower EBITDA margins because of the amount of down days, holidays et cetera, that are baked into the fourth quarter. So, again, we don't expect that to be a different outcome for this year.

And if that was to change dramatically, would it just simply be a result of volumes doing better or do you think it could be outside pressure on aftermarket, if market stabilize and get a little bit better this year?

The key story with aftermarket this year is really Off-Highway, and as I said earlier, I'd like to tell you that there is a better opportunity there in the near-term, but we tried to be as transparent as possible, and I will tell you there is nothing that we're aware of that would lead you to that conclusion at this point for 2016. So, we continue to have very low expectations for Off-Highway aftermarket this year.

Got it. Thank you.

Thank you. Our next question comes from the line of Ann Duignan with JPMorgan. Please proceed with your questions.

Hi, good morning, everyone.

Good morning.

Can you update us on the launch of TC10. I think I noticed yesterday that PACCAR is now offering the product in their lineup?

Yeah. As you know, we've been released in Navistar vehicles with the M13 engine in the last several months, they've announced and in fact are taking orders with the Cummins ISX15, as well as at Navistar. And then as you correctly noted here, I think it was last Thursday, PACCAR announced the engineering program leading to a release in the Kenworth T680 and T880 as well as the Peterbilt 567 and Peterbilt 579 with both PACCAR and Cummins engines. And so that engineering program has begun. We are very actively engaged with them. There would be validation in some work that needs to occur here and they accordingly haven't announced the exact timing of the production release but the fact is we're on route towards that end.

Okay. Appreciate that and just a quick follow up on the severe (26:38) service segment, are you seeing any pickup in demand on the back of the highway bill or too early to tell or can you make the connection?

The overall Class 8 straight truck everyone is trying to get a handle on how far down that's going to be year-over-year in terms of the total market size. So we haven't seen yet any appreciable difference there. We did have within our planning, some increase in shares. We continue to drive programs like the Paydirt program, which is targeted towards construction. We have seen good results from that this year. So one of the things we've got to do as part of our back cast process is, as we look at the shared numbers and that's really what we're after when we do that, of course the denominators, what was the industry volume. So we might gain some insights at that point in time as to any impact, but we don't have that as we sit here today.

Okay. I appreciate that. Thank you.

Yeah.

Thank you. Our next question comes from the line of Tim Thein with Citigroup. Please proceed with your question.

Thanks. Dave, just to come back one more time on the aftermarket just in light of your caution on Off-Highway, do you still feel that the down 6% for the full year is still an appropriate number to be thinking about?

Yeah. I would say that there is some slight offset to what we've seen more recently in terms of the Off-Highway business, but overall, it's in that range.

Okay. Got it. And then, Larry, maybe just talk a little bit about if you've gained any releases in the international markets that – obviously that number can bounce around a bit, but maybe you're starting to get some traction in addition to a little better tone just in terms of what some of the European truck and bus makers are saying. So, maybe just a word on the international On-Highway markets please?

Sure. In terms of the releases, as you know, we've probably over-focused on some of that, I mean it's necessary, but the release is not enough. And we in the past have gotten a number of releases and what we really stepped back on as there needs to be certainly a focus on releases, but really driving those releases through the OEM into the end markets. And I would say, as far as releases, we've certainly seen some of the positioning in China refuse, some of the positioning in India, truck; Europe, a big change is the MAN. When I was over there, gosh, a lot of years ago, more than I care to count, we were chasing MAN and the guys have finally broken through there. So, that's a big one, both in Europe, as well as Latin America. In terms of releases, I would say probably the volume drivers are more to focus on the end users. Europe, there is some pickup and delivery activities, some construction activity, continued efforts there. China, small volumes, but starting in the refuse space, starting to see some of that same thing in Latin America. So probably one of the big ones is Japan where we have had some breakthroughs in the rental market there. Rental vehicles cracked a couple of big accounts and that's generating in some market momentum, which is driving some of their numbers. So, while we continue to focus of course on releases, it really is step one of a three-step process: secure the release, promote the release through the OEM, and then sell the end user. And we're, as part of our growth initiatives, really putting a lot of attention to the second and third steps in that process.

All right. Thanks a lot. I appreciate it.

Thank you. Our next question comes from the line of Neil Frohnapple with Longbow Research. Please proceed with your question.

Hi. Good morning. Congrats on a great quarter guys.

Hi, good morning.

I think you previously expected engineering expenses for 2016 to be down in the $5 million range year-over-year. Does the TC10 really surpass our changes (31:03) outlook at all? And I guess just a brief follow-up: would you guys still expect the SG&A to be flattish with 2015, including a few of the one timers that occurred in the first quarter?

Hi, Neil. This is Fred. On the engineering, the expectation is still flattish throughout 2016 with really no meaningful adjustment needed with the TC10 activities at PACCAR. From an SG&A standpoint, we would still expect, consistent with what we talked about on the Q4 call. Really if you look at SG&A, I think if you exclude the stockholder activism expense from the first quarter, it's going to be pretty level with that point, as you model out Q2 through Q4.

All right. Thanks for the help, Fred.

Thank you. Our next question comes from the line of Joe O'Dea with Vertical Research Partners. Please proceed with your question.

Hi, good morning. It sounds like relative to the initial outlook that maybe the service side a little bit later, but offset with some of the North America On-Highway. Maybe just whether you can kind of confirm that. And then within the North America On-Highway, it seemed like bus was particularly strong on the build front. And is that related to the state budgets and spend picking up there? Was there something timing related that was beneficial in the quarter?

Yeah. As we look at the quarter, I think you hit it right on the head. We've seen a little bit of headwind in the parts driven by the Off-Highway. Certainly Off-Highway continues to be challenged. The two positives, North America On-Highway is a large piece of the overall end market mix. And then of course the performance in outside North America On-Highways and those were kind of the pluses there. As we look forward and the comment on the bus, certainly we have seen, and we're speaking of school bus here, we have seen some higher numbers there. What we're looking at very closely is the issue of timing versus an absolute level. We are not seeing the data which would suggest the overall demand is going to be higher, so then we are viewing it at this time as a timing issue. Now obviously we'll watch the out months and see how that schedule goes. But all of the OEMs in that space are taking higher levels of schedules than what you would see normally on a seasonality basis vis-à-vis an overall total forecast for the year. So right now, we're looking at it as largely timing. We'll certainly apprise folks if we think it results in a meaningful change to the overall volume for the year as we watch the out months schedules roll in.

Okay. Thanks very much.

Thank you. Our next question comes from the line of Alex Potter with Piper Jaffray. Please proceed with your question.

Hi, guys. Thanks. Was wondering if you could comment a bit, I guess, on some competing technologies, dual clutches, AMTs. And then also I recently started getting a little bit more noise from a couple OEMs regarding fully electric buses. So I'd be interested in getting your commentary on whether you think any of those technologies have a leg to stand on, whether there's any updated thoughts on any of that. Thanks.

Let's kind of take them in turn there. Relative to AMTs, they certainly represent an improvement over a manual transmission, although in medium duty, they kind of penetrated to say call it low double-digits, and then they've kind of receded back into low single-digits. And that's been part of our share increase over the last couple of years, where we've come out, out of the high-60%s back through what had been the previous high of low-70%s into, I think we estimate about 76% in 2015. So, we've been able to demonstrate the relative value there in the Class 6, Class 7 truck. Obviously, the battleground now is in the Class 8 tractor market where we're coming in actually with our 3,000 Highway Series with some of the Baby 8s as we call them, smaller engines, that's been a nice little pickup for us, and then of course the TC10 coming into that space. And one of the things that we continue to focus on is, what is the value proposition relative to the fuel efficiency of the TC10? The customers have been very pleased with that. We've had a number of fleets. The number of fleets continues to increase. As of early this month, we've had almost 100 discrete customers, 209 fleets where some of those customers have multiple fleets and about 15% of them have already reordered. So, we're seeing a nice acceptance there and we'll continue to drive that process. So, that's the AMT. As far as the DCT, probably the thing that I could say that would be fair to acknowledge for them is the launch capability is a lot better than the AMT, so that's a plus. Having said that, the DCT does rely on a clutch to start the vehicle. And so, they limit the…

Thank you very much. I appreciate all the color.

Yeah.

Thank you. Mr. Dewey, there are no further questions at this time. I'd like to turn the floor back to you for any final remarks.

Well certainly we appreciate everyone's time this morning and the support and interest that you've shown in Allison, and we look forward to updating you with the second quarter call here in about three months. So, have a great day.

Thank you. This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.