Good morning. My name is Jamie, and I will be your conference facilitator today. At this time, I would like to welcome everyone to the Dauch Corporation Fourth Quarter 2025 Earnings Conference Call. [Operator Instructions] As a reminder, today's event is being recorded. I would now like to turn the floor over to Mr. David Lim, Head of Investor Relations. Please go ahead, Mr. Lim.

Thank you, and good morning. I'd like to welcome everyone who is joining us on Dauch Corporation's fourth quarter earnings call. Earlier this morning, we released our fourth quarter of 2025 earnings announcement. You can access this announcement on the Investor Relations page of our website, www.dauch.com and through the PR Newswire services. You can also find supplemental slides for this conference call on the investor page of our website as well. To listen to the replay of this call, you can dial (855) 669-9658, replay access code 577-1070. This replay will be available through February 20. As for the upcoming investor conferences, we'll be at the JPMorgan 2026 Global Leverage Finance Conference on March 3, and we will also attend the Bank of America 2026 Global Automotive Summit on March 17. We look forward to seeing you there. Now before we begin, I'd like to remind everyone that the matters discussed in this call today may contain comments and forward-looking statements that are subject to risks and uncertainties, which cannot be predicted or quantified and which may cause future activities and results of operations to differ materially from those discussed. For additional information, please reference Slide 2 of our investor presentation or the press release that was issued today. Also, during this call, we may refer to certain non-GAAP financial measures. Information regarding these non-GAAP measures, as well as a reconciliation of the non-GAAP measures to GAAP financial information is available in the presentation. With that, let me turn things over to our Chairman and CEO, David Dauch.

Thank you, David, and good morning, everyone. Thank you for joining us today for our first earnings call as the new Dauch Corporation. As a newly combined company, we warmly welcome our new Dowlais associates to the team. Together, the future is even brighter as we joined together the strength of two great companies into one robust global automotive supplier and again, welcome to the Dowlais and GKN team members. On this call, we will discuss our financial results for the fourth quarter of 2025, our full year of 2025 and our guidance for 2026. Joining me on the call today is Chris May, our Executive Vice President and Chief Financial Officer. To begin my comments today, I'll review the highlights of our fourth quarter and full year 2025 financial performance. Next, I will also cover a number of our achievements in 2025 then I'll discuss the completion of our transformational Dowlais acquisition and the benefits that these two companies bring together. After Chris covers the details of our financial results, we will open up the call for any questions that you all may have. So let's begin. We concluded 2025 at a positive note with good momentum. We delivered strong fourth quarter and full year adjusted EBITDA margin growth, reflecting solid performance as we made positive operational progress throughout the year, generating over $200 million in adjusted free cash flow in 2025. Our 2025 fourth quarter sales were approximately $1.4 billion. For the full year, sales were approximately $5.8 billion. From a profitability perspective, adjusted EBITDA in the fourth quarter was $169 million, or 12.2% of sales. For the full year, adjusted EBITDA was $743 million or 12.7% of sales, up from 12.2% last year. We experienced margin improvement in both our Metal Forming and our Driveline business units…

Okay. Thank you, David, and good morning, everyone. I will cover the financial details of our fourth quarter and full year 2025 results and our 2026 outlook with you today. I will also refer to the earnings slide deck as part of my prepared comments. So let's go ahead and begin with sales. In the fourth quarter of 2025, our sales were $1.38 billion, which were flat compared to the fourth quarter of 2024. Slide 8 shows a walk of fourth quarter 2024 sales to fourth quarter 2025 sales. Volume mix and other lowered sales by $2 million. Pricing was $6 million and the sale of the commercial vehicle axle business in India, which occurred in mid-2025 lowered sales by $27 million in the quarter. Metal market pass-throughs and FX increased net sales by approximately $38 million as both were higher year-over-year. For the full year of 2025, our sales were $5.84 billion as compared to $6.12 billion for the full year of 2024. The primary drivers of the decrease were volume and mix and the sale of our India commercial vehicle axle business, partially offset by favorable FX and metal markets. Now let's move on to profitability. Gross profit was $140.9 million in the fourth quarter of 2025 as compared to $154.3 million in the fourth quarter of 2024. Adjusted EBITDA was $169 million in the fourth quarter of 2025 versus $160.8 million last year. You can see a year-over-year walk down of adjusted EBITDA on Slide 9. Although sales volume and mix declined in the quarter, we realized a positive adjusted EBITDA of approximately $5 million due to mix effect. R&D expense continued to be favorable and was slightly lower year-over-year and performance was $8 million favorable. For the full year of 2025, our adjusted EBITDA was $743.2…

Thank you, David and Chris. We have reserved some time to take questions. I would ask that you please limit your questions to no more than 2. So at this time, please feel free to proceed with any questions you may have. Operator?

[Operator Instructions] Our first question today comes from Joe Spak from UBS.

Maybe just to start, if you could sort of help us at a high level of what you sort of see going on at the two individual businesses because for the old American Axle, it looks like you're down 2%, minus in what -- maybe 1% of that's the sales or down 1%. So I wonder if some of the assumptions there. And then for Dowlais, I know you're sort of saying about $5.4 billion full year, then you don't have the 1 month. But it looks like there's not really some growth going on there either. So maybe you could just talk about what happened in that business in the back half of '25, where we didn't see the financials yet and then what the outlook is even beyond this year?

Yes. Joe, this is Chris. And at this point in time, Dowlais has still not completed or published their full year 2025 results. So we will not be able to comment on their full year results. However, in terms of what we're seeing from a sales perspective for both companies, generally, I would say, are very similar, meaning our core assumptions, as you know, from a North America perspective, are down slightly from 15.3 million units to 15 million in 2026. That's our guidance that we have shared with you. Relatively flat in the European market and from our T1 truck production for legacy Dauch Corporation, you can see down slightly year-over-year. And then you have sort of a net backlog and attrition that's relatively, I would say, flat within the year. So that sort of transitions our sales from '25 to '26 on a relatively flat basis.

Okay. Maybe one follow-up on that. If you could give us the GMT1 assumption you're looking for, for '26. And then the second question is really a clarification, because I thought I heard you say even after the restructuring and the integration costs, like you're generating real free cash. But, I mean, I think you're excluding those from your free cash flows. So I'm a little confused because it looks like there's a cash use ex those -- ex those payments. And then I guess just on those payments as well, is this really just a '26 issue? Do we think like are there still restructuring and synergy integration costs beyond this year?

Yes. Let me -- I'll work through each of those pieces. Our T1 assumption for calendar year '26 at this point in time is 1.3 million to 1.4 million units. And as you know, both companies do supply into that vehicle. And Joe, as you think about the cash flow question, I guess maybe it's probably easiest to look at maybe our supplemental decks that reconcile to our GAAP numbers in the tables of our press release or our earnings deck. You can see really subtotal there line generating true free cash flow for the company. subtract that out, obviously, restructuring costs and synergy integration costs. Synergy integration costs, yes, I would expect to continue into 2027. And as we've always stated, the -- from those perspectives, we expect to spend a total of $300 million to implement our synergies front weighted to the first 2 years. From a core restructuring cost, I would expect that to drop significantly as Dowlais is in the -- or the legacy Dowlais business is in the final throes of their significant restructuring that they've been going on in the past couple of years. And as a stand-alone Dauch Corporation, we are closing a couple of facilities that should be done here in 2026.

Okay. But just like when you include those payments, like you are burning cash this year, right?

I expect from operations to be net-net after those payments, we will generate cash flow. So for example, just using the high end for a moment, we have $325 million of adjusted free cash flow. At the high end of our synergy integration costs, $125 million, at the high end of our restructuring costs, $150 million, which would generate $50 million of cash flow for the company in 2026. available for debt repayment and other capital allocations. I expect our core operations to generate cash flow after restructuring and synergy costs.

Sorry, then what's this -- sorry to get back down. So what's the cash payments for acquisition costs that's in that?

So think of that as all the closing costs for the transactions that were completed on Feb 3. So that was funded through financing that was funded through our cash build last year. That's really the closing of the transaction, all the fees, et cetera, associated with it. Really nothing to do with the core operations of the company.

Our next question comes from Tom Narayan from RBC.

This is Thomas Ito on for Tom. For those $300 million in synergies from the Dowlais combination, I think you've given a rough estimate that about 50% are from purchasing, 30% from SG&A, and 20% from operating efficiencies. My question is, do you think there's any room for upside there, particularly in the operating efficiencies category after you've been able to see the Dowlais plants now that the deal is closed?

Yes. Thomas, this is David Dauch. The answer to that is yes. I mean, obviously, we're committed to the $300 million that we identified earlier. As we had publicly communicated multiple times, that had to go through a third-party audit before it could be published. And so we're highly confident we can deliver that $300 million. As we've said all along, we think the synergy realization will be front-loaded towards the SG&A side of things and some of the initial purchasing initiatives. On the back side will be more of the balance of the purchasing, as well as the operational side. We are also limited in getting into the plants when we did the $300 million initially. We've not had the opportunity to get to the plants, and we see some opportunity to enhance potentially that number. But at the same time, we need to get to all the plants and do the full review before we can make any adjustments to where we are. But again, highly confident we'll deliver the $300 million, and we'll see if we can increase that on a go-forward basis, but we'll do that on a quarterly basis as we announce our financials and get more knowledge and familiarity with their business.

Okay. Got you. And as a quick follow-up, it looks like your 2026 adjusted EBITDA estimate for the combined entity is pretty consistent with the guidance we gave back in June of 2025. Even though Dowlais has released its 2025 preliminary results, that exceed its third quarter guidance. I guess in addition to what you have on Slide 9, can you give a little more color on what potentially drove estimates lower than what we might have expected? Is it like if it's a function of those IFRS adjustments, would you be able to quantify the impact of that?

Yes, certainly. In terms of what we're providing here today, by the way, is very consistent with our thought process all along. There's nothing new here, what we're sharing with you today, generally speaking. But in terms of the IFRS adjustments, there are meaningful differences between what Dowlais reports and what Dowlais especially reports on their adjusted numbers. So for example, in their revenue numbers, they include adjusted equity share of their joint venture, which is 50-50, which is unconsolidated. Those sales are grossed up for almost $0.75 billion. That would be a sizable difference between the two. So you can't add our sales together if you're using their adjusted sales. And from an EBITDA perspective, that would include things such as how they treat the joint venture. You have pension differences. You have lease differences, you have R&D differences. The delta can be upwards of $100 million difference. Again, all part of our planning and all the figures that we shared with you previously. But the differences are meaningful.

Our next question comes from James Picariello from BNP.

This is Jake on for James. I just want to follow up on Joe's question on free cash. So at the midpoint of your adjusted free cash guide, which comes out acquisition costs, cash flow is up about $70 million versus stand-alone Axle in 2025. So how do we get from here to the previous -- to the target $600 million?

Yes, certainly. In terms of where -- I think your question and your spirit is how do we go forward past '26 in terms of driving our cash flow? Well, it will come in a variety of different buckets. But if you take our midpoint of $280 million, for example, you have yet another $250 million plus of synergies that will come into play over the next couple of years just to get to our $300 million from where we are having EBITDA flow-through here in 2026. That would be one. Two, your interest expense will continue to decline post 2026, remember, and that would be cash interest. You're taking your heaviest load of that, of course, in year 1. And as you know, we're fully set up from our financing standpoint from that perspective. You see CapEx, we've articulated through the process. We would expect CapEx somewhere between overall the combined companies going forward, roughly between 4% and 5%. We're a little bit at the top half of that range in '26. As you know, we're launching the next generation of the GM full-size trucks. Dowlais has a few programs as well that they're launching. But again, that would moderate a little bit. And then once you get into some, I would say, opportunities to evaluate income taxes over time, that's clearly not something that can happen in year 1, potentially some opportunities there. And I would say we would expect to see working capital optimization as we go forward as well as we bring these 2 companies together and streamline all those processes over the next year or 2. I mean that's a main driver of this piece. And then obviously, from just a true cash flow piece, your restructuring steps down significantly, as I mentioned earlier, into '27 and beyond.

That's very helpful. And then how are you guys accounting for Dowlais equity income in your P&L?

That will be reported as equity income inside of our P&L. It's included in our adjusted EBITDA number. It will be in the range of $65 million to $75 million. And that's for our 50% share.

We will move on to Edison Yu from Deutsche Bank.

This is Winnie on for Edison. I just wanted to quantitatively, I was wondering if you can help us frame sort of the Dowlais business directionally on an apples-to-apples basis after adjusting for the accounting differences in terms of your outlook for 2026 and how that sort of compares to 2025, just on the underlying core operations? And then my second question is sort of similar to that first question, but specifically on the China JV business. Can you maybe help us sort of understand your expectations for that market and then the relative performance there from the JV?

Yes, Winnie, I'll take the first crack at this. In terms of, again, '25 to '26, as you know, as I mentioned, Dowlais has not published their '25 figures. But big picture-wise, we operate in very similar markets and seeing similar demands from a volume perspective. And also in terms of their restructuring, they've had even heavier restructuring investments they made in the calendar year '25, that's stepping down a little bit here this year. We'll start to see some of those benefits transition into our P&L here in '26 and clearly more meaningful into 2027 on the, I would call it, core operations of the company. From the JV side of the house, obviously, this is a significant JV size. Revenues are nearly $1.5 billion. It's all exclusive inside of the China market, you would watch that performance to continue to be strong and steady. It would mirror a little bit to the macro movements of the China market. So if you track volumes from that perspective, that is helpful in terms of how you think about our joint venture. And as you know, I shared with you what our equity portion is flowing through our EBITDA, but I would also expect a sizable dividend associated with that.

Got it. If I may just squeeze in just for like modeling purposes, how are you sort of planning to report your segments going forward? Is it going to be sort of all integrated? Or are you thinking about like a different way of segmenting the business?

Winnie, I'm sorry, I didn't hear the first part of the question. Can you repeat that, please?

Yes. In terms of the segments that you're going to report on a go-forward basis, is it all...

Segment. Yes. We'll update you at the first quarter on our segment reporting. But currently, as you know, today, we're Driveline and Metal Forming. I expect you'll see something similar, but we got to finalize that piece. We'll share that with you in the first quarter.

And our next question comes from Itay Michaeli from TD Cowen.

I just want to go back to the cash restructuring of $110 million to $150 million this year. I'm curious if you can dimension the savings from that particular line item. Is that already reflected or a large part of it reflected this year? Or is there sort of another incremental payback for that we should think about for next year?

Yes, Itay, this is Chris. So this is -- again, over 2/3 of this relates to, I would say, the -- the ongoing campaign of restructuring that Dowlais has seen in several other factories moving from high-cost countries to lower-cost countries. This is the final piece of that. You've seen some flow-through in benefits, most likely in '25. You'll see some in '26. But again, concluding here in '26, you should see a good benefit in '27 associated with that. In terms of the other 1/3, which is the American Axle side, where we are closing a couple of facilities that we started last year and will conclude here this year, you'd start to see that really benefit us here in the year following, meaning '27.

Terrific. And then just a quick follow-up. Are you able to share any kind of like pro forma debt, net debt, like post the closing of the transaction?

Yes. Look, I would say obviously, we're still completing some of the final pieces of the close since it was only 10 days ago, but we would expect sort of roughly in the ballpark range of about $4.2 billion at sort of day of closing, if you will. That's again, very consistent with what we planned on and our cash flow generation and financing activity supported that.

And ladies and gentlemen, at this time, we'll be closing our question-and-answer session. I'd like to turn the floor back over to management for any closing remarks.

Great. Thank you all who participated on this call, and we appreciate your interest in Dauch. We certainly look forward to talking with you in the future. Thank you.

And with that, we'll close today's conference call and presentation. We thank you for joining. You may now disconnect your lines.