Good morning ladies and gentlemen. Thank you for standing by. Welcome to Allison Transmission's Fourth Quarter and Full Year 2019 Earnings Conference Call. My name is Melissa and I will be your conference call operator today. At this time all participants are in listen only mode. After the prepared remarks management team from Allison Transmission will conduct a question-and-answer session and the conference call participants will be given instructions at that time. As a reminder this conference is being recorded. [Operator Instructions]I would now like to turn the call over to Mr. Ray Posadas the company's Director of Investor Relations. Please go ahead sir.

Thank you, Melissa. Good morning and thank you for joining us for our fourth quarter and full year 2019 earnings conference call. With me this morning are Dave Graziosi our President and Chief Executive Officer; and Fred Bohley our Senior Vice President, Chief Financial Officer and Treasurer. As a reminder, this conference call, webcast and the 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 February 27.As noted on Slide 2 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 fourth quarter 2019 earnings press release. And our annual report on Form 10-K for the year ended December 31, 2018, 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 Slide 3 of the presentation some of our 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 fourth quarter 2019 earnings press release. Today's call is set to end at 8:45 AM Eastern Time. In order to maximize participation opportunities on the call we'll take one question from each analyst.Please turn to Slide 4 of the presentation for the call agenda. During today's call Dave Graziosi will provide you with an overview of our fourth quarter results, Fred Bohley will then review the fourth quarter financial performance and introduce full year 2020 guidance. Finally Dave will conclude the prepared remarks prior to commencing the Q&A.Now I'll turn the call over to Dave Graziosi.

Thank you Ray. Good morning and thank you for joining us. I'm pleased to report that full year 2019 results exceeded our guidance, due in large part to stronger than anticipated performance in the North America On-Highway end market. Furthermore, both in North America and outside North America On-Highway end markets concluded a third consecutive record revenue year, largely driven by the continued success of our growth initiatives. Our commitment to growth is most notably reflected in the North America On-Highway end market where we achieve meaningful market share gains in 2019. Market share for Class 4/5 truck more than doubled climbing to 16% compared to 7% in 2018. But substantial share gain in Class 4/5 was principally driven by the medium duty commercial truck launches at Chevrolet and Navistar exclusively with the Allison fully automatic transmission. Classic 6/7 truck grew to 76% market share in 2019 from 74% in 2018. And Class 8 straight truck achieved 74% market share in 2019 compared to 70% in 2018.Our 2019 market share gains suggests that the secular trend of increasing automaticity in the vocational truck market continues to occur, and Allison remains positioned to capitalize on this transition. Finally, I'm pleased to report that Alison's established and well-defined approach to capital structure and allocation remains intact. During the fourth quarter we settled $62 million of share repurchases resulting in $393 million of total share repurchases for the year or approximately 7% of our outstanding shares. Also during the quarter we paid a dividend of $0.15 per share, and completed an opportunistic repricing of our term loan due March 2026.Please turn to Slide 5 of the presentations to the Q4, 2019 performance summary. Net sales decreased 5% to $670 million compared to the same period in 2018. Principally driven by lower demand and the global off highway and service parts support equipment and other end markets due to ongoing weakness and hydraulic fracturing activity and partially offset by higher demand in the North America on highway end market. Gross margin for the quarter was 48.3% a decrease of 390 basis points as compared to 52.2% for the same period in 2018. The decrease was principally driven by lower net cells and unfavorable mix partially offset by price increases on certain products and favorable material costs.Net income for the quarter was $107 million, compared to $147 million for the same period in 2018. The decrease was principally driven by lower gross profit and an increased product initiative spending partially offset by an environmental remediation benefit. Adjusted EBITDA for the quarter was $216 million or 35% of net sales compared to $261 million, or 40.3% of net sales for the same period in 2018. The decrease is principally driven by lower gross profit and increase product initiative spending.Now I'll turn the call over to Fred.

Thank you, Dave. Given Dave's comments, I'll focus on key income statement line items and cash flow. You can also find an overview of our net sales by end market on Slide 6 of the presentation.Please turn to Slide 7 of the presentation for the Q4, 2019 financial performance summary. Selling, general and administrative expenses increased $2 million from the same period in 2018, principally driven by increased commercial activity spending partially offset by lower 2019 product warranty expense. Engineering Research and Development expense increased $10 million from the same period in 2018, personally driven by increased product initiatives spending. As reported in the earnings press release, we recorded an $8 million benefit during the fourth quarter related to a reduction of the liability for ongoing environmental remediation activity at our Indianapolis Indiana manufacturing facility.Please turn to Slide 8 of the presentation for the Q4 2019 cash flow performance summary. Net cash provided by operating activities decreased $30 million from the same period in 2018, principally driven by lower gross profit, increased cash interest expense and increased product initiatives spending, partially offset by lower operating working capital requirements and decreased cash income taxes. Adjusted free cash flow decreased $63 million from the same period in 2018 principally driven by increased capital expenditures and lower net cash provided by operating activities.As Dave mentioned earlier, during the fourth quarter we settled $62 million of share repurchases and paid the dividend of $0.15 per share. We also completed an opportunistic repricing of our term loan due March 2026 reducing the LIBOR margin from L plus 200 to L plus 175 basis points. We ended the quarter with a net leverage ratio of 2.17 within our target range of below 3.5 net debt to EBITDA, $192 million of cash, $595 million of available revolving…

Thank you, Fred. 2019 was an important year for Allison Transmission. We successfully completed three acquisitions further expanding our business beyond the leading supplier commercials duty fully automatic transmissions to include the production and integration of next generation vehicle propulsion systems including electric hybrid and fully electric solutions through the acquisitions of Vantage Power and Axel Tech's electric vehicle systems division. We also secured a critical portion of our supply chain and added high tonnage aluminum die casting components to reach our product portfolio through the acquisition of Walker Die Casting.In 2019, we also broke ground on two State of the Art technology facilities at our Indianapolis global headquarters, our soon to be completed vehicle environmental test center will open later this year and our new environment innovation center is scheduled for completion in early 2021. Once operational, these facilities will support tighter integration with our OEM customers and strategic partners and enhance our capabilities to develop manufacture and quickly bring to market the latest propulsion innovations and next generation propulsion solutions for the global commercial vehicle and defense end market.As we discussed on prior earnings calls, our current capital investments continue to fund the ongoing expansion of our technology capabilities as well as product development focused on value propositions that address the challenges of improved fuel economy and reduce greenhouse gases. These initiatives along with the various financial, operational and strategic milestones that we've achieved over the last several years, demonstrate the power of Allison to capitalize on market opportunities to drive innovation and growth and create value for all of our stakeholders.Today as our industry continues to evolve, the acquisitions and ongoing next generation investments underscore our commitment to remain a leader in propulsion solutions across all of the end markets we serve. They are instrumental in ensuring…

Thank you. At this time, we'll be conducting a question and answer session. [Operator Instructions] Our first question comes from the line of Rob Wertheimer with Melius Research. Please proceed with your question.

Hey, good morning, everyone. My question is on commercial spend, you kind of referenced increased commercial spend, you actually have some share gains, which is great. I just wanted to ask about the nature of it, whether it was trying to launch in four or five or whether it was trying to go on the offensive and clean up some of the share available or whether there's a new threat and it's on the defense. If you could give any color on that. Thank you.

Good morning, Rob. It's Dave. Let me just make sure I'm answering your question. You talked to commercial spending initiatives, your reference there in terms of market share gains.

Yeah, like I'm sorry, if you can't hear me but yeah, the commercial funding initiatives always call that out. I was just curious what really that was whether it kind of pick up more share, or defend against loss or what that is?

Really our initiatives are focused on gaining share. Frankly as I roll through the team in North America has done a great job continuing to build out our franchise, frankly, I think that we continue to gain position incrementally. And as you can see from the results, and the comparisons year over year, frankly, the trend the last several years we continue to drive the value of that proposition. As you know, the drive and continued transition towards automaticity plays well to our brand value proposition and frankly, the value that we're delivering to end users as well. So we're continue to support that.I'd say, outside North America we have a number of initiatives that we've talked about in the past in terms of specifically around emerging markets. We continue to resource those areas and drive very specific growth initiatives with the team. We change that process over the last few years to be more focused for a number of obvious reasons. We're also reacting and continue to take advantage of their adoption of fully automatics as well. So that's the combination that you see in there is really the growth initiatives. There's a number of other things that we're doing throughout the business as well, but it's relatively consistent with prior years.

Thank you.

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

Hi, good morning. On the fourth quarter with revenue down and COGS up, you called out mix is a headwind. Can you parse that out a little bit more and then talk to any impact during the quarter I think there were some production disruptions in the industry and whether or not you felt some of the impact from that. And then just related and can you kind of frame for us the variable cost component of COGS.

Sure Joe, this is Fred. Q4 year-over-year '19 to '18 from certainly we were down from a volume standpoint, but relative to the question on Nick's. Our North America Off Highway business was, was extremely soft as well as the associated service parts also year over year outside North America Off Highway was down. And then again, year over year you had the impact of the Walker die-cast acquisition. So running through parts of the port equipment and other are the illumined die-cast components that have lower margins than the traditional Allison service parts margin profile. So those were the primary mixed drivers. Your other question, Joe, related to.

To COGS and just sort of framing it in general that the variable cost component of COGS.

To think about costs of goods sold, about 70% is purchased components. So you're looking at 30, that is 30%. That's conversion costs. About 6% or 7% of that is direct labor. So you've got roughly 24% that's in there that's fixed and certainly in a down revenue quarter like we had is difficult to get after. It's as you know Q4 traditionally our lowest margin quarter, fewer work days, at our OEMs, Thanksgiving, Christmas holidays. You definitely got more fixed costs. That's not been thin, with volume in the fourth quarter.

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

You folks have consistently achieved pricing I'd say over the past decade plus every single year. Does your guidance assume pricing gains that have material costs in '20, as we look at where your guidance shakes out for margins, certainly below what consensus was, but at the same time, I'm mindful of the fact that you folks have beaten your initial margin expectations literally every single year as a public company, sort of just frame for us if there's truly a headwind that we're all missing this year or is it just a function of let's see how the year progresses and we will issue updated guidance from here.

Jerry this is Fred, our guidance does assume price increases year over year. That's something in the 25 basis point range. And also we expect raw material to be down, both steel and aluminum. Both of them are factored into the 2020 guidance.

And Fred, any headwinds that we should keep in mind, either from the acquired businesses or anything else that would make for margin bridge to be less linear than it's been in the past?

Nothing I'd really call out. I mean, as you mentioned it somewhat of a high class problem, but the detrimental and incrementals to this business are both extremely high. You know, we've got the total top line down 10% we also anticipate mix being somewhat unfavorable on a year over year basis. Really relative to engineering consistent with 2019 continuing to support our product and growth initiatives, SG&A is relatively flat, clearly you have a step down, associated with the intangible amortization coming off the books, and those are obviously called out in our financial statements. But, that's about a $35 million reduction in book intangible, but the net of that should be relatively consistent year-over-year as we, in an environment where the top line is obviously a little softer. We have a tremendous amount of initiatives and opportunities to grow this business that we continue to fund.

Our next question comes from the line of Ross Gilardi with Bank of America.

I just want to ask about the free cash flow outlook. I think the delta in your free cash flow for 2020 versus '19 seems to be almost entirely the delta in EBITDA, that you're guiding to and am I missing anything, if free cash flow seems to imply no working capital inflow, which would seem pretty unusual in a down production year. So I'm trying to get a sense of how much of this is similar to Jerry's question but on the free cash flow instead of the margin. How much of this is conservatism versus other factors that we might be might not be thinking about?

Sure, this is Fred. On the free cash flow year-over-year to the guide, we called out of quite a few of the items, CapEx down slightly at the midpoint, cash income taxes down. One thing I guess I would point you to, we accrued incentive comp in 2019 at a above par level and in 2020, obviously have that in guide at a par level so you've got to pay out that will take place in the first quarter and will be accruing at a level lower than that cash outflow

And working capital, what are you assuming for working capital within your free cash guidance?

We came in quite favorable at the end of 2019 from a working cap standpoint. That's something we're going to continue to focus on, but it's not a significant driver in the year-over-year numbers.

Our next question comes from the line of Larry De Maria with William Blair.

Just curious about how the service parts play out through the year? I know it's up but it's still mostly die cast. I'm curious that most of that energy, the energy portion when that part actually bottoms and do we comp up at all, through the service price throughout the year, kind of organically?

Good morning Larry, it's Dave, I appreciate the really easy question. I'm predicting Off-Highway service parts is notoriously volatile, as you know. First of all, I would point everyone to comments that others have made relative to the space. I think it's pretty clear. The constraints around, I would call it hard rationing on capital as well as OpEx, we expected to really manifest themselves through the balance of the year. We don't see a tremendous amount of change in the market. I think despite what some others may be thinking, I would tell you we're expecting a pretty muted year overall.So when you look at our assumptions to your question, we really don't expect a tremendous change from first quarter through fourth quarter. I would say, some level of elevation potentially on a sequential basis Q2-Q3 and then back down in Q4 simply because the level of constraints coming into the year are pretty high. Having said that, and I would expect more visibility from the end users around their cash flow constraints as we move into the year of course, that assumes that the molecules maintain a pricing level that's attractive from a return on investment perspective. But overall we expect a muted year versus '19 and certainly some of the prior years that everyone is familiar with.

And does if I could just follow up then. What do you think kind of the usage hours et cetera on the fleet out there? Does that imply that '20 is most likely to bottom.

Lot of ways to think about that. We've seen unfortunately what zero looks like as well. And I think this is one where we know the equipment's being utilized. Again, back to comments that others have made. It's obvious, the equipment's being utilized. It's being utilized at high rates. The push for efficiency is driving that. We also know that that's not sustainable without some level of continued investment. So to your point, it really comes down to ultimately the condition of fleets. I think, as we mentioned on the October call, we felt the fleet coming into this particular downturn was in much better shape than the last downturn a few years ago.So as we think about it, they're better capacitized, better capability. But, you're going to wind up stacking, cannibalizing, and then there's been plenty of references by others to ultimately retiring hydraulic horsepower. And we believe that is in fact taking place as they need to return capital at an appropriate level to their stakeholders. And we do not see that dynamic changing this year.

Okay thanks guys.

Thank you. Our next question comes from the line of Jamie Cook with Credit Suisse. Please proceed with your question.

Hi, good morning, I guess two questions. I know you noted the first quarter sales are going to be down year-over-year. But I think the trend within industrials is just how weak the first half is, in particular the first quarter. So is there any way you could better frame that from a sales or EBITDA perspective in terms of first half versus second half or like do you view the first quarter as a trough. And then I guess my second question. Another follow up on the market share gains, which you were obviously very successful in 2019. Do you have market share gains embedded in your 2020 guidance. And so if so there's any way to provide some color, thank you.

Good morning, Jamie. It's Dave. So few comments there in terms of the way we currently see the year playing out. And I would also tell you the context of the guidance that we're providing with the unfortunate situation with the coronavirus. Our focus there has been for the safety and wellbeing of our employees as well as our customers and suppliers that that the assumptions we've made around that are based on obviously what we've been told to date and working that issue on a consistent basis with monitoring. I think the collaboration been excellent in terms of all of our partners out there, that being said, we have no way of handicapping that as we've laid out the quarter, we've assumed that what we're being told is actually going to take place in the quarter in terms of the layout.Having said that, you know, as we look at the year, we certainly view Q1, a bit higher than I would say the other quarter sequentially. When you think about why that is, I think that's consistent with what you're hearing from our largest end market, as you know, which is North America On-Highway I think that's very much playing out so far as the first half second half story. The inventory levels there are high. I finally hearken back to our October call, we talked about inventories in our opinion being a month, heavy. I would certainly look at the numbers now and probably tell you that closer to a month and a half. So we believe this the situation as it plays out for North America, first half, second half is going to reflect those adjustments for inventory. Your thoughts on that starting to take place late last year in terms of preparation. So that's the current view, the balance, I would tell you in terms of the overall portfolio with the end markets. We feel pretty good about the setup again with the caveat, as I mentioned in terms of the coronavirus, the question you had in terms of market share, I think specifically to North America On-Highway as we plan the year and our expectations are really to maintain the positions from '19 going into '20. That being said, as Fred mentioned, and I did as well. We do have a number of growth initiatives that we're continuing to drive with the team. So we have not taken a view that there's I would say meaningful share increases on a year-over-year basis in the guidance.

Our next question comes from line of Ian Zaffino with Oppenheimer & Company.

Good morning, guys. This is Mark for Ian. Just digging a little bit into the R&D item a bit. Most, I guess, your outlook for spending in 2020 and beyond and then, sort of what areas of products will the spend largely be focused on?

Good morning Mark, this is Dave. Couple of comments there, as we've talked before, about our R&D investments, really supporting, really our growth initiatives as well as other opportunities. We like to take the view that our spending needs are really market driven. So I can assure you what the team is working on diligently is what the market is demanding of our business right now. So having said that, we're also frankly trying to keep up with a number of changes that are occurring within the market, whether it's potential disruption from electrification, emissions changes that are coming, all of that requires investments. So this has been a process that's been underway for a number of years. As we've said, those initiatives are also increasing the demands upon our team and our business to fund those.So and you've seen that reflected in the level of spending here, what's, what are we thinking about post 2020, frankly, it's a little early for that I'd like to get through 2020 and but I would tell you that the initiatives that we are pursuing if you look at the opportunities that they support, our long-term, we believe, revenue annuities for this business and the team. So, again, market driven, it's tied to what we believe are growth initiatives that will deliver results for our business and ultimately our shareholders with appropriate returns. And again, that is always been the benchmark for our business. So I think beyond that, as we get further into the year, frankly, later in the year as we continue to see some evolution in the market of a number of different technologies. We'll look to provide that post 2020 update very late this year, certainly early next year with the 2021 guidance.

Okay, great. Thank you guys very much.

Thank you. Our next question comes from line of Courtney Yakavonis with Morgan Stanley. Please proceed with your question.

Hi, thanks for the question. Just, firstly I just want to have a clarification. I think the response to Jerry's question you just mentioned that SG&A would be flat ex-amortization year-over-year. So just wanted to dig a little bit more into that given the sales will be down 10% right? We wouldn't see any flexing there. And then secondly, on the North America On Highway sales, you guys called out electric hybrid propulsion being a driver of the growth that you guys saw. If you can just give us a little bit of quantification around that side of the business? And how big it is how fast it's growing. And anything as we think about how that will impact 2020? Thanks.

Sure I'll take the first part, this is Fred. And let Dave handle the second. So specifically on SG&A, as I mentioned there will be lower intangible amortization expense roughly $35 million we do anticipate lower incentive compensation accrual. In product warranty will be down slightly with the volume reductions. We also had a significant number of favorable product warranty adjustments in 2019 that aren't anticipated to repeat. So those are the moving parts within SG&A with really net of the step down and the intangible amortization expense is modeled consistent with the 2019 spend.

To your question in terms of electric hybrid and the process there. That business is typically tied to transit tenders. So the timing can move year-to-year, I would tell you, as we mentioned earlier. Number of initiatives that we're working on, we continue to invest in that very successful platforms. So we're doing a number of things that we believe based on market demand, what end users are looking forward to build additional value into what is again a very successful system. So, our guidance there both the results from 2019 as well as what we're expecting for 2020 does reflect a lot of hard work that the team is really applied to that particular market which as you know, continues to look for ways to reduce emissions, etcetera. And a decade and a half of history now has proven that that system continues to deliver a tremendous amount of value to end users and that's something that we're supporting going forward.

Thanks.

Thank you. Our next question comes from Seth Weber with RBC Capital Markets. Please proceed with your question.

Hi, this is Brendan on for Seth. I was wondering if there was any more color you could provide the off-highway markets, particularly as it relates to the mining and construction markets, what you had called out as being weaker this quarter.

Sure, this is Dave. Couple things, we continue to look at the market from a channel position perspective, understanding the comments from others in terms of the public space, not tremendous expectations for mining certainly this year. But it does not appear to be frankly as cyclical as some prior periods. I think it's better position from an inventory perspective. But overall, we've taken a pretty muted view of mining and construction coming into this year for those reasons. So these things tend to build quickly, and then level off. So we've taken that into account as we look at the cadence of activity for 2020.

Our next question comes from the line of Ann Duignan with JP Morgan.

Just a couple of clarifying questions. On your guidance for pricing 25 basis points and could you comment on whether that includes commercial spending to gain share and how much you expect to spend in 2020? Does it more than offset the 25 basis points?

The 25 basis points is inclusive of pricing to the OEM and any end user incentives that we might provide. There's no relationship to the SG&A spend that would be used to drive market growth initiatives.

Exactly. So your pricing is gross pricing it's not mix pricing, how much have you baked in for commercial spending and SG&A for share gains?

We would consider and we consider our pricing net. It's the actual price that we garner for the product that we sell. From an SG&A standpoint, we continue to fund those initiatives and it's modeled consistent with the 2019 spend.

How much was the 2019 spend?

For total SG&A?

No, for commercial spending to gain share.

We haven't broken out our SG&A expense at that level there.

Okay. Yes. I'll follow-up afterwards maybe that's on R&D then also, I don't think you answered the question? Should we take the Q4 spend and annualize that, is that the way we should think about SG&A R&D spend going forward there's about 7.5% of sales?

This is Dave. Q4 was, last year was elevated, there were number of projects and you know this from your extensive experience with the industry, but the programs are not linear. Frankly, I think we struggle at times just given how busy the industry is trying to accomplish things. So, I would say overall, I would not look to extrapolate Q4 for 2020 on a quarterly basis. As we usually run, I would expect our spending to be a bit heavier Q3, Q4 and then our Q2 and to Q3 and then Q4 to tail off, which has really been more the historical patterns. So I think, at this point, our expectations are relatively level on a quarterly basis in 2020.

Relatively flat for the full year versus '19 or down a little bit because Q4 was inflated?

I would, I think the best thing is probably to look at the Q2 and Q3 of last year. Those levels being what we would expect on a quarterly basis in 2020. If you take out the high and the low from last year, in other words. That's the way I would look at it.

Okay, perfect. That's good color. I appreciate that. I'll get back in line.

Thank you. Ladies and gentlemen, this concludes our question and answer session. I'll turn the floor back to Mr. Graziosi for any final comments.

Thank you, Melissa. And thank you once again. Our 2019 results demonstrate the power of Allison as we continue to make strides forward and to work develop the next generation of propulsion solutions that meet the challenges of tomorrow and ensure sustainable growth for our business. We're excited for what lies ahead and look forward to providing you with further updates in the future. Thank you for your continued interest in Allison and for participating on today's call. Enjoy the rest of your day.

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