Earnings Labs

Dauch Corporation (DCH)

Q3 2016 Earnings Call· Thu, Nov 3, 2016

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Transcript

Operator

Operator

Good morning. My name is Jack, and I will be your conference facilitator today. At this time, I would like to welcome everyone to the conference call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer period. Thank you. As a reminder, today's call is being recorded. I would now like to turn the call over to Mr. Jason Parsons, AAM's Director of Investor Relations. Please go ahead, Mr. Parsons. Jason P. Parsons - American Axle & Manufacturing Holdings, Inc.: Thank you, and good morning, everyone. Thank you for joining the call on such short notice to discuss AAM's acquisition of Metaldyne Performance Group, MPG. As well as an overview of third quarter 2016 earnings and other business developments in the quarter for both companies. With me on the call today, our AAM's Chairman and CEO, David Dauch; AAM's President, Mike Simonte; AAM's Vice President and Chief Financial Officer, Chris May; and MPG's Chief Executive Officer, George Thanopoulos; and MPG's Chief Financial Officer, Mark Blaufuss. Earlier this morning, we issued a joint press release announcing that AAM has entered into a definitive agreement to purchase MPG. You can access this release on the website of each company at www.aam.com or www.mpgdriven.com or through the PR Newswire services. The investor presentation laid to this transaction and reference on this call can be found in the Investor Relations section of the AAM website. In addition, each company issued separate press releases today announcing financial results for the third quarter of 2016. You can also find these releases and related third quarter 2016 investor presentations on the Investor Relations section of the respective website of each company. To listen to a replay of this call, you can dial 1-855-859-2056, reservation number…

George Thanopoulos - Metaldyne Performance Group, Inc.

Management

Thank you, David. And good morning to all. I am also very excited to be here today and to be part of this compelling transaction. Combining forces with AAM offers MPG shareholders an immediate premium as well as the opportunity to participate in the profitable growth potential of the combined organization. MPG and AAM share similar culture and values. Both companies are people focused and leadership oriented with extremely talented associates. And both companies are laser focused on quality, operational excellence and technology leadership. This creates a natural fit as a combined entity and a clear path of value creation for stakeholders of both companies. Let me provide you with a quick overview of MPG that starts on page 5 of the slide deck. Today, MPG is a leading provider of power engineered components for the global light vehicle, commercial vehicle and industrial markets. Our technology is focused on light-weighting and performance solutions for our customers. MPG's global footprint is capable supporting OEM powertrain applications globally. As evidenced by our recent financial performance and growing new business backlog, MPG is a powerful cash generator with strong margins poised for long-term growth. On page 6 of the slide deck, you can see our value proposition. As measured by our sales, 73% of MPG's product portfolio is powertrain focused a segment of the market, which is growing faster than the overall global automotive production. MPG currently benefits from and expects to continue to benefit from engine, transmission and driveline conversions, designed to meet more stringent government regulations and consumer preference. For example, customer demand for fuel efficiency gains is driving conversion to higher speed transmissions. This is creating higher content per vehicle opportunities for MPG, because we have the product and process capabilities needed to effectuate these conversions. When we evaluated the…

George Thanopoulos - Metaldyne Performance Group, Inc.

Management

Thank you, David. Earlier this morning, MPG issued a press release announcing our third quarter 2016 results. We also posted investor presentation slides that can be found on our website mpgdriven.com under the Investor Relations' tab Events and Presentations section. I'd take the next few moments and summarize our quarter. Let me first highlight our financial results. Net sales of $676 million for the quarter, and over $2.1 billion year-to-date. We delivered adjusted EBITDA of a $114 million for the third quarter and $386 million year-to-date. We saw our results – we realized despite the plant attrition of non-core real bearings and significant macro headwinds in the industrial and the Class A truck markets. Additionally, we experienced unfavorable light vehicle mix, with two of our largest customers, Ford and FCA. Despite these top-line challenges, our margins reflect our relentless focus on cost reductions. This is highlighted in all of our numbers, and especially in our adjusted EBITDA margins, while we continue to expand our margins from just under 17% in 2013 to 18% year-to-date 2016. For free cash flow, defined as cash flow from operations less capital expenditures, the quarter came in at $18 million and $51 million year-to-date. Moving to adjusted free cash flow, MPG had $71 million over 10% of net sales in the quarter. Our fully diluted EPS was $0.28 and a $1.15 for the third quarter and year-to-date respectively. And adjusted EPS taking off the effects of certain non-recurring items in foreign currency gains and losses was $0.33 and a $1.37 for the third quarter and year-to-date respectively. So in summary, we had a solid quarter despite the macro headwinds I mentioned. I would – excuse me, I would now like to comment on the tremendous progress with our new business awards. As we previously stated,…

Operator

Operator

. Your first question comes from Rod Lache with Deutsche Bank. Your line is open.

Rod Lache - Deutsche Bank Securities, Inc.

Analyst

Good morning, David, George. Congratulations.

George Thanopoulos - Metaldyne Performance Group, Inc.

Management

Thank you. David C. Dauch - American Axle & Manufacturing Holdings, Inc.: Thank you Rod.

Rod Lache - Deutsche Bank Securities, Inc.

Analyst

I had a couple questions, one is for MPG 60% of the revenue is tied to – is to Tier-1s and I was wondering if you can tell us how much of the business is intercompany with Axle? Is there – is any of it to Axle's competitors and is there any risk of negative synergies there?

George Thanopoulos - Metaldyne Performance Group, Inc.

Management

Yeah. Hey, Rod its George. I think, it's just about $100 million in our company into American Axle.

Rod Lache - Deutsche Bank Securities, Inc.

Analyst

Okay. And is there a risk of negative synergies if you are selling to American Axle's competitors or is that not something that's likely?

George Thanopoulos - Metaldyne Performance Group, Inc.

Management

Well I would anticipate that, that's probably not likely. We've been supplying many of the global Tier-1s. There are occasions where we not only supply, but we compete with some of those great customers. So, it's not uncommon in today's world. We're all in a small, tight community and we're – we've had strong relationships for not just years, I would say decades.

Rod Lache - Deutsche Bank Securities, Inc.

Analyst

Okay... David C. Dauch - American Axle & Manufacturing Holdings, Inc.: Okay. Rod, this is David. The one thing I would add to that is, not only it's AAM's supplying directly to the OEMs, but we're also supplying to some of our competitors as well. So, we're just going to build off of the relationship that we already have with those customers and then integrate what MPG is doing themselves.

Rod Lache - Deutsche Bank Securities, Inc.

Analyst

Okay. And secondly, the commercial and industrial business, that MPG obviously has been weak and that's a cyclical issue and you also have the run off of that legacy GM wheel bearing business. Could you just maybe talk a little bit about what's left to run off in that wheel bearing side and any preliminary thoughts for MPG as you look out to 2018 for revenue and EBITDA?

George Thanopoulos - Metaldyne Performance Group, Inc.

Management

Well, first of all, I would say, yes, certainly Class 8 and industrial is at presumably a trough. I mean, we've been through some tough times in the industrial segment. And I think we're kind of in the brunt of the downturn in the Class 8. I would say the good use of that, I would hope that's at a bottom or a newer bottom and that we would be coming out of that in 2017 and into 2018, so just on that point. Regarding our – of our non-core wheel bearing business, that business was probably at full of force back in 2015, it was reduced about 50% in 2016 and I think we've stated previously that we expect approximately zero revenue in 2017, so that issue is really behind us for all practical terms.

Rod Lache - Deutsche Bank Securities, Inc.

Analyst

Okay, great. And just lastly what's happening to management structure in the new combined company, is the leadership of MPG coming over to Axle or what's the structure going to look like? David C. Dauch - American Axle & Manufacturing Holdings, Inc.: Well, it's too early to say right now, Rod. What we'll do is, George and I, and our senior management teams will get together and look at what we think is appropriate as it relates to running the combined businesses going forward. We indicated to you on the call today that we will operate with four business units. Clearly, we'll assess the overhead in the operating structure. We'll look at managing the synergies that we talked about going forward, but the way I look at it is listed. There is a very strong management team and leadership team with great associates at MPG that reverse holds through here to American Axle and we will blend those two teams together and into a very strong integrated team that I think will rival anyone in the business.

Rod Lache - Deutsche Bank Securities, Inc.

Analyst

Great. Thank you.

Operator

Operator

Your next question comes from the line of Brian Johnson with Barclays. Your line is now open.

Brian A. Johnson - Barclays Capital, Inc.

Analyst · Barclays. Your line is now open.

Yes. Good morning, and I'd have to say couldn't imagine two management cultures that are so similar in terms of their focus on process excellence as well as a straight talk, so I just want to get to the elephant in the room which is, can you talk us through the combined debt load especially after acquisition financing? How you see that relative to the pro forma EBITDA's with the synergies. And then just what the plans are to address that debt load and then how you think about that debt load through a cycle? Christopher John May - American Axle & Manufacturing Holdings, Inc.: Yeah, Brian. This is Chris May from American Axle. Good morning. As we close through this deal, we would anticipate a gross leverage of just a little over $4 billion. We'll hold probably approximately $250 million in cash to operate and run the business, so a net debt around $3.9 billion and that would be at the close -consider – let's call it in the first quarter, second quarter of 2017. And if you look at the combined earnings power of this company, we talked about earlier $1.2 billion in EBITDA, that's going to generate over $400 million of free cash flow on an ongoing basis post close. So, that powerful cash flow will continue to de-lever that business, and we anticipate by the 2019 timeframe to be around two times levered based on the back of that cash flow.

Brian A. Johnson - Barclays Capital, Inc.

Analyst · Barclays. Your line is now open.

And in terms of coverage through a cycle? Christopher John May - American Axle & Manufacturing Holdings, Inc.: Yeah. Certainly, obviously, we have a lot of elements in place, a very highly flexible cost structure, MPG shares a very similar approach and philosophy to managing the business, so of course we could certainly handle through the cycle anything that comes our way. So, we have a playbook in place as does the other side and we will combine those forces and manage through that.

Brian A. Johnson - Barclays Capital, Inc.

Analyst · Barclays. Your line is now open.

Okay. And just sort of a follow-on question. When you think you're approaching – when you approach the Tier-1s as a new company, to what extent has forging and casting been a directed purchase, to what extent does this allow the new company as a Tier-1 to quote some systems directly and does that change at all? David C. Dauch - American Axle & Manufacturing Holdings, Inc.: No. I mean forging and casting is typically are not directed by type components with the exception if you want to incorporate some of the castings as far as that make up some of the brake systems, okay, that will be the only qualifier to that. I don't see it fundamentally changing the way the business is today in regards to what we're doing directly with the OEM. What I really see is, it is our ability to not only bring the highly engineered products and the systems and modules that we've been able to bring it to pass from an AAM standpoint, but now we can also bring that the component capability in a wide array of markets that we and the other powertrain market as well as the drive chain market and the driveline market. So, I think this is very complementary, as it relates to the combination of these two businesses, and should provide a value proposition to all of our stakeholders, especially the OEMs.

Brian A. Johnson - Barclays Capital, Inc.

Analyst · Barclays. Your line is now open.

And are the OEM purchase points generally the same for doing the access in drive shafts, and the other engines, transmissions, and other forged products? David C. Dauch - American Axle & Manufacturing Holdings, Inc.: There're similarities with – as it relates to certain buying functions or decks, but there is also new and expanded buying decks that – and people that we'll have to interact with.

Brian A. Johnson - Barclays Capital, Inc.

Analyst · Barclays. Your line is now open.

Okay.

George Thanopoulos - Metaldyne Performance Group, Inc.

Management

But collectively, we have those relationships and we've been managing those relationships for several years. So, we expect we continue building up positive relationships that we enjoy with all of our customers, whether OEM or some of the other cheers.

Brian A. Johnson - Barclays Capital, Inc.

Analyst · Barclays. Your line is now open.

Okay. Thank you. David C. Dauch - American Axle & Manufacturing Holdings, Inc.: Yep. Thank you, Brian. Christopher John May - American Axle & Manufacturing Holdings, Inc.: Thank you, Brian.

Operator

Operator

Your next question comes from the line of John Murphy with Bank of America-Merrill Lynch, Bank of America, Merrill Lynch. Your line is open.

John J. Murphy - Bank of America Merrill Lynch

Analyst · Bank of America-Merrill Lynch, Bank of America, Merrill Lynch. Your line is open.

Good morning guys, and congratulations. David C. Dauch - American Axle & Manufacturing Holdings, Inc.: Thanks, John. Thank you.

John J. Murphy - Bank of America Merrill Lynch

Analyst · Bank of America-Merrill Lynch, Bank of America, Merrill Lynch. Your line is open.

I just wanted to follow-on the management question, and just you guys are each, both a big part of the story of these companies and I'm just curious if you guys can commit to staying on for a sort of the long haul and being involved in the companies, because like I said, you guys are big part of the story? David C. Dauch - American Axle & Manufacturing Holdings, Inc.: Well. I think, it could have those, seeing the highlight here is, is that I'm going to be running the business, going forward here, but American Securities is going to play a very important role in regards to being a significant minority shareholder in the business, and therefore they will have representation on our Board of Directors, and one of those designees will be George. So, we'll have continuity in the relationship there and then in between now and the close, obviously, George and I and our collective staffs we will look very closely together to make sure we have a seamless performance to our customers, from our flawless launch and overall performance standpoint. But also, work on how do we harness the combined entity and the power that they can bring with respect to the value proposition for all of our stakeholders.

George Thanopoulos - Metaldyne Performance Group, Inc.

Management

I would just add John; this is a very collaborative. I mean, Dave and I've been working together for a long time, I would do my utmost to support the organization, we think this is great for the 12,000 MPG employees to be part of a bigger, broader, stronger organization that has the same types of DNA in terms of manufacturing excellence and supporting our customers. And again, I look forward to working with David on the board and really even beyond that as we get into the some of the integration issues.

John J. Murphy - Bank of America Merrill Lynch

Analyst · Bank of America-Merrill Lynch, Bank of America, Merrill Lynch. Your line is open.

Okay, that's helpful. And just on the 90% representation you have on vehicles in North America, and then I got to imagine a lot of these vehicles and platforms are global, yet your both or even on a combined basis still kind of concentrated in North America. What are the opportunities on sales synergies here, you haven't delineated anything I know would be sort of three years out plus that you'd have synergies? But what are the opportunities here on sales side? David C. Dauch - American Axle & Manufacturing Holdings, Inc.: You know John, this is David. Yeah. I think there is tremendous opportunities from the sales side, as we try to cross sell to the OEMs, the expanded product portfolio, clearly they have a presence in certain countries or markets, that we're not in and vice versa. We're going to leverage those bases to work from, they've got certain relationships that maybe a little bit stronger with some customers than we have on the other side. And again, we're going to leverage that, and we are going to bring the full complement of our capabilities to the OEMs and to the other customers, with the intent of trying to grow our business as we go forward. So I think it's a very high opportunity.

George Thanopoulos - Metaldyne Performance Group, Inc.

Management

It really increases the scale for us in Asia and in Europe, really if you look at the combination.

John J. Murphy - Bank of America Merrill Lynch

Analyst · Bank of America-Merrill Lynch, Bank of America, Merrill Lynch. Your line is open.

Yeah. And like David C. Dauch - American Axle & Manufacturing Holdings, Inc.: As we said – and John, in the script is the fact that I mean, AAM's sales in Europe are going to quadruple, because of the presence of MPG, right. At the same time MPG is going to benefit from the well-established opportunities and footprint that we already have in Asia, which is you know is a very fast growing market for us in our technology.

John J. Murphy - Bank of America Merrill Lynch

Analyst · Bank of America-Merrill Lynch, Bank of America, Merrill Lynch. Your line is open.

And if I could sneak one in, other one in under the wire, I mean, anything on regulatory hurdles and reaction from the customer base? David C. Dauch - American Axle & Manufacturing Holdings, Inc.: No, we said, we've had some calls with the some of the customers here this morning. We've got other calls that make throughout the day here, they are all very understanding of it, they are very supportive of it. At the same time, we'll sit with each of them and talk about not only our independent businesses, which we probably are going to operate for the next several months, but also talk about the value proposition as we bring these companies together going forward in the future. So I think, it's going to be positive for the industry. I think it's going to be positive for each of the customers, and obviously, positive for AAM and MPG and the other stakeholders, but most importantly, for all of the 25,000 associates that are going to be involved in the business.

John J. Murphy - Bank of America Merrill Lynch

Analyst · Bank of America-Merrill Lynch, Bank of America, Merrill Lynch. Your line is open.

And on the regulatory side? David C. Dauch - American Axle & Manufacturing Holdings, Inc.: On the regulatory side, again, it is too early for us to tell at this point in time. I mean, obviously, we have to go through the other customary requirements and their regulatory requirements, that will take several months, which is why, we are announcing today, but the closing probably won't be until the first half of 2017, largely because of those customary and regulatory requirements.

John J. Murphy - Bank of America Merrill Lynch

Analyst · Bank of America-Merrill Lynch, Bank of America, Merrill Lynch. Your line is open.

Great. Thank you very much, and congratulations, again. David C. Dauch - American Axle & Manufacturing Holdings, Inc.: Yeah, thanks, John.

George Thanopoulos - Metaldyne Performance Group, Inc.

Management

Thank you.

Operator

Operator

Your next question comes from the line of Matt Stover with SIG. Your line is open.

Matthew Stover - Susquehanna International Group, LLP

Analyst · SIG. Your line is open.

Thank you very much for taking the question. I want to go back to the idea of just the risk management side, because strategically it still seems to make a lot of sense. I mean, I want to think about two things. One is just think through the leverage a little bit more. And then two is talk about how the new product portfolio of the company can help both of you individually and collectively compete with hybrid powertrains and EVs? So, first with leverage, how when you looked at your capital structure did you think about negative leverage from volume, as we think about a potential downturn here? I'm not saying, it's going to happen, but it would be something that you'd have to scenario plan as you think through your capital structure. So, how would you encourage us to think about it? Christopher John May - American Axle & Manufacturing Holdings, Inc.: Yeah. I would think about that – Matt, this is Chris. Obviously, it starts with our cost structure, and our revenue generation through the downturn and our fixed cost management through that process, and the levers we can pull to continue to maintain free cash flow through that time period.

Matthew Stover - Susquehanna International Group, LLP

Analyst · SIG. Your line is open.

Yeah. Christopher John May - American Axle & Manufacturing Holdings, Inc.: I would think about our ability now as a combined entity to leverage our capital expenditures, and the flexibility and capacity associated with that, which is significant. I would also think about – now you can see the EBITDA margins even through more depressed sales continue to generate cash flow, which will also maximize our ability to manage through this downturn. I would also look at some of the other – I would call synergies while we didn't talk about them in the overall synergy element, we would have working capital returns, we would also have the ability to manage our cash taxes which we see as some upside for the combined entity of going forward as well. So some of these if we put them in – in its entirety will allow us to work through the downturn scenarios in a positive manner and of course re-emerge at the other end as a stronger company.

George Thanopoulos - Metaldyne Performance Group, Inc.

Management

If I could just add, I think that was very well said. Together we can bring synergy, whereas alone we wouldn't have that opportunity and that's a really important element. David C. Dauch - American Axle & Manufacturing Holdings, Inc.: Yeah. And then Matt, in regards to your comment about the hybridization side of things, I mean first and foremost the internal combustion engine is going to be the power plant for years to come. Hybridization, electrification, there is no doubt, there is going to be a role in the future, but I think what we're looking at right now is, we're going to leverage the core competency of our driveline capability that supports the strong markets that are there today, and trucks and SUVs and crossover vehicles and luxury passenger car. At the same time when you look at MPGs product portfolio, they are well positioned in regards to the transmission side of the business, where you see increasing speeds eight, nine, 10 speed type transmissions going forward, so we'll benefit from that. Clearly our combined companies are both aligned when it comes to light-weighting and fuel efficiency and safety and performance-related matters. You already know some of the initiatives that we're working on from a driveline standpoint with Quantum, with Eco-Track. And then last but not least we positioned ourselves from a hybridization and electrification based on our initiatives through EAM. So, we think that we're not only serving the current market today, but also positioned to support the future market as that future market evolves, but the cash cow, what's going to pay the bills is going to be the IC engine based technology, and we're well-positioned in engine transmission and driveline.

Matthew Stover - Susquehanna International Group, LLP

Analyst · SIG. Your line is open.

Thank you. One quick question – thank you for that. One quick question on the end of this, when you look at the post 2019 two times EBITDA coverage, is that on the current estimate or is that on a 2019 estimate, I would assume it's the 2019 estimate. Christopher John May - American Axle & Manufacturing Holdings, Inc.: That's 2019.

Matthew Stover - Susquehanna International Group, LLP

Analyst · SIG. Your line is open.

Okay. Thanks. David C. Dauch - American Axle & Manufacturing Holdings, Inc.: Yeah. Thanks, Matt.

Operator

Operator

Your next question comes from the line of Joe Spak with RBC Capital Markets. Your line is open.

Joseph Spak - RBC Capital Markets LLC

Analyst · RBC Capital Markets. Your line is open.

Thanks. Congrats, everyone.

George Thanopoulos - Metaldyne Performance Group, Inc.

Management

Thanks, Joe. David C. Dauch - American Axle & Manufacturing Holdings, Inc.: Thank you.

Joseph Spak - RBC Capital Markets LLC

Analyst · RBC Capital Markets. Your line is open.

Just to follow-up on that last point on the 2019, and I was doing some quick math, so excuse it, but it would actually seem that like it would have to be maybe $200 million higher in order to get to that two-times leverage or maybe if the cash flow comes in a little bit better, but I guess I just wanted to better understand the trajectory of the combined EBITDA for the company? Christopher John May - American Axle & Manufacturing Holdings, Inc.: Yeah, certainly. Joe, this is Chris. If you think about the synergies that we referred to earlier in our presentation the $100 million to $120 million will come online during that time period. So if you look at the pro forma EBITDA today and just simply account just for that, you have a significant lift. In addition, you'll have synergies through our free cash flow, not only from the earnings performance of the company, but also some of those other items I mentioned, such as working capital, cash taxes, et cetera. So your free cash flow will continue to improve. Michael K. Simonte - American Axle & Manufacturing Holdings, Inc.: Yeah Joe, this is Mike Simonte. One of the other things that's going to happened during this time period and David mentioned it in his script and so did George, I think very prominently. The two companies have a strong backlog of business that pre-exists this combination, and so those new business awards will be launching in this time period as well. And so the combination of the cash synergies that Chris just mentioned plus the higher contribution from new business launching in this time period is really the bridge you need to get you to that 2019 level you referenced.

Joseph Spak - RBC Capital Markets LLC

Analyst · RBC Capital Markets. Your line is open.

Okay. Perfect. So that definitely is the growth side and then just to be clear, when you said potentially generate $1.2 billion EBITDA and $400 million, that's today as is combined plus the synergies and then... Michael K. Simonte - American Axle & Manufacturing Holdings, Inc.: Sure.

Joseph Spak - RBC Capital Markets LLC

Analyst · RBC Capital Markets. Your line is open.

...the growth on top of that? Okay. Michael K. Simonte - American Axle & Manufacturing Holdings, Inc.: Yeah. (58:57)

Joseph Spak - RBC Capital Markets LLC

Analyst · RBC Capital Markets. Your line is open.

Okay. David C. Dauch - American Axle & Manufacturing Holdings, Inc.: Growth on top of this as we go forward over the next several years that Mike has highlighted as well.

Joseph Spak - RBC Capital Markets LLC

Analyst · RBC Capital Markets. Your line is open.

Okay. Then just on synergies, MPG just went through a fairly heavy integration and assuming there were some efficiencies gained there so just wanted to know if you still think there is more even in standalone MPG? And then you also went through MPG came together maybe two years ago, right, so – and when you came together with a combined go-to-market strategy and now there's going to be a sort of a new combined go-to-market strategy. What lessons were really learned during that initial shift and how long do you think that it's going to take for the total higher content from AAM and MPG like a one plus one equals to three, if you will to really come to fruition? David C. Dauch - American Axle & Manufacturing Holdings, Inc.: Joe, this is David. Let me start first and if George wants to add any comments, he can. First and foremost, I mean, both organizations run a disciplined ship. But at the same time there's clearly synergistic opportunities between the two companies coming together on our overhead and operating type structure from an organizational standpoint especially when you look at some of the redundant public costs that that exists there. We are going to clean sheet in both organizations and develop that streamlined structure along with the appropriate cost systems to support that structure going forward. So, I think that's there the sizable part that'll be done in that area there but again picking that strong and integrated management team to lead the joint organization or the combined entity moving forward. We're both known for our operational excellence so – but any time you go into a factory, there's always opportunity and that's how both of us look at it. So, we'll continue to build on the successes that we've had but we definitely think there may be other opportunities in that respect. And then we're going to utilize, like I said before, our opportunities both on the indirect and the direct side of the business, and from a purchasing standpoint, with the supply base and our supplier partners there. But listen, they have done a great job, integrating three companies into one MPG. I think we've done a very good job in regards to building our business up over the years, and collectively together this senior management team is going to put a formidable organization together, that is going to be able to deliver on the synergies and as we said earlier, we can deliver on those synergies within the two years at 70% run rate after the first year. So, we feel pretty good about where we are in that.

George Thanopoulos - Metaldyne Performance Group, Inc.

Management

Yeah, really, and David covered this in the prepared remarks, and we've been working together here for a while, so it was covered – but public company costs are redundant, so even though MPG had integrated, there are still costs that can come out of the system, and he was talking about vertical integration opportunities, he was talking about factory utilization and optimization, including best practices, which we shouldn't take lightly. And then of course, we've got the lessons learned of things going right, things going wrong. Fortunately I felt our integration of the three legacy $1 billion companies went really well, and so we can extrapolate that here in this situation. I would say, yeah the cost saving takes a little bit of time to get a little bit momentum, so it might take just a few quarters to get that going. You can see the results, we brought together the three legacy companies to create MPG back in 2014, and you can see the programs that we're winning and booking are gaining momentum. They are larger in scale, scope and they are global. And so totally works – it totally worked, as we had set out to do, and I would imagine, we'll have some of the same successes here in the coming 12 months to 24 months. David C. Dauch - American Axle & Manufacturing Holdings, Inc.: Yeah I think as I also indicated, we think there is opportunities for CapEx avoidance when you look at our capacity and also you look at our facility utilization. We think there might be some opportunities as it relates to the tax structure and what we can do in that respect, with certain jurisdictions and then obviously when you bring the size and scale of the company here, we think there is some working capital opportunities on top of that. So but again some of that will be used to offset some of the expenses to implement, some of the synergies that we mentioned earlier, but as we've communicated we see a range of $100 million to $120 million from a synergistic standpoint, which makes us accretive in the first full year after our ownership.

Joseph Spak - RBC Capital Markets LLC

Analyst · RBC Capital Markets. Your line is open.

That's helpful. Real quick, you mentioned reduction on full size trucks. Do you have any pro forma estimate of – between – of the mix between passenger cars, crossovers and full size trucks? David C. Dauch - American Axle & Manufacturing Holdings, Inc.: Yeah. We haven't really put all that together at this point in time. I mean, the big thing that we want to communicate is that where driveline product mix up, significant part of AAM's business today that reduces to less than half at the same time our dependents on – the GM or the full size truck business, GM specifically is very strong today and will go down based on the combined entity coming together here. So we feel very good and with respect to the diversification we're going to have not only in our portfolio, but the end markets we're going to serve and the customer mix as well. So the – one of the critical things for us in this whole thing was the diversification aspect of the combined entity.

Joseph Spak - RBC Capital Markets LLC

Analyst · RBC Capital Markets. Your line is open.

Thanks. Congrats, again. David C. Dauch - American Axle & Manufacturing Holdings, Inc.: Yeah. Thank you.

George Thanopoulos - Metaldyne Performance Group, Inc.

Management

Thank you.

Operator

Operator

Your last question comes from the line of Justine Fisher with Goldman Sachs. Your line is open. Justine Fisher - Goldman Sachs & Co.: Hi good morning.

George Thanopoulos - Metaldyne Performance Group, Inc.

Management

Good morning.

George Thanopoulos - Metaldyne Performance Group, Inc.

Management

Good morning. Justine Fisher - Goldman Sachs & Co.: The first question I have is just on the rating agencies. Have you guys heard anything from them, unless I know that Fitch upgraded you guys a couple of months ago. And so any preliminary feedback from them?

George Thanopoulos - Metaldyne Performance Group, Inc.

Management

We had some preliminary dialogue yesterday too, and we'll have further dialogue with them today. Well obviously, hopefully, they will recognize that the benefits of this transaction in terms of the de-risking of the company form a size and scale perspective, the power of our earnings is well with our cash flow, but obviously put that in context of the debt real issues. So, we'll continue those dialogues on an ongoing basis, going forward. Justine Fisher - Goldman Sachs & Co.: Okay. And then, it may be too early to answer this, but I'm just looking at the Metaldyne capital structure, and the bond have a change of control that obviously, that's the bondholders exercise, but on the loan side, I would assume that, that loan would be refinanced as part of a broader loan deal that would you be guys a lot of pre-payable debt that you could use it to repay and therefore de-lever. So any preliminary thoughts on what you guys will do with Metaldyne loan?

George Thanopoulos - Metaldyne Performance Group, Inc.

Management

As it relates to the term loan, we – yes, we would replace that. Justine Fisher - Goldman Sachs & Co.: Okay. And then, the last question is just following up about some of the ones that you guys have already been asked it. If we aggregate the estimated free cash flow numbers between now and 2019, it definitely seems that you could repay the $1 billion to $1.5 billion of debt that you need to, to get leverage to two times. But there isn't a huge amount of room for error. And depending on what happens with SAR et cetera, there is obviously flexibility around those four cash flow numbers. So, my question is how committed the company is to hitting that two times numbers and if it turns out that we have some market deterioration that makes said free cash flow elusive, would the company be willing to issue equity or kind of take bigger steps to ensure that the leverage goes down to two times? Or would you just say looking or maybe it's going to be 2.5 time, 3 times because the market is weaker? David C. Dauch - American Axle & Manufacturing Holdings, Inc.: Justine this is David. Let me just say this, absolutely we're committed to supporting and immediately managing the balance sheet and debt side of things. If you just go back and look at our track record from 2009 to 2016, we were well over three times levered, and we had a commission to get down to 1.5 times by the end of this year and we're clearly on that trajectory to do that and then those that have followed us over the years understand that, when we make a commitment to something that we deliver on those commitments. So I don't expect to do anything different here and if anything we're going to try to accelerate it. Justine Fisher - Goldman Sachs & Co.: Great. Thanks so much. Congrats on the transaction.

George Thanopoulos - Metaldyne Performance Group, Inc.

Management

Thank you. David C. Dauch - American Axle & Manufacturing Holdings, Inc.: Thank you.

Operator

Operator

There are no further questions at this time. I would now like to turn the call back over to Mr. Parsons. Jason P. Parsons - American Axle & Manufacturing Holdings, Inc.: Thank you, Jack. And we thank all of you who have participated on this call and appreciate your interest in AAM. We certainly look forward to talking with you in the future.

Operator

Operator

This concludes today's conference call. You may now disconnect.