Good afternoon. Thank you for standing by. Welcome to Allison Transmission's Second Quarter 2025 Earnings Conference Call. My name is Paul, and I will be your conference call operator today. As a reminder, this conference call is being recorded. I would now like to turn the conference call over to Jackie Bolles, Executive Director of Treasury and Investor Relations. Please go ahead, Jackie.

Thank you, Paul. Good afternoon, and thank you for joining us for our Second Quarter 2025 Earnings Conference Call. With me this afternoon are Dave Graziosi, our Chair and Chief Executive Officer; Fred Bohley, our Chief Operating Officer; and Scott Mell, our Chief Financial Officer and Treasurer. As a reminder, this conference call, webcast, and this afternoon's presentation are available on the Investor Relations section of allisontransmission.com. A replay of this call will be available through August 18. 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 second quarter 2025 earnings press release and our annual report on Form 10-K for the year ended December 31, 2024. 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 second quarter 2025 earnings press release. Today's call is set to end at 5:45 p.m. Eastern Time. In order to maximize participation opportunities on the call, we'll take just one question from each analyst. Please turn to Slide 4 of the presentation for the call agenda. During today's call, Dave Graziosi and Fred Bohley will review recent announcements across our business, including the recently announced acquisition of Dana Incorporated's Off-Highway business. Scott Mell will then review our second quarter 2025 financial performance and full-year 2025 guidance prior to commencing Q&A. Now I'll turn the call over to Dave.

Thank you, Jackie. Good afternoon, and thank you for joining us. Starting with recent non-acquisition-related news during the quarter, we were pleased to announce that the Allison 3000 Series is now available in the CNG-powered Mack Granite truck. Following the successful launch in 2023 of our 4500 series in the same vehicle, this expanded powertrain option gives customers more flexibility to optimize their trucks, specifically for lighter-duty waste applications. As mentioned on previous calls, Allison's fully automatic transmissions are fuel-agnostic, leveraging our torque converter to ensure peak performance and fuel efficiency, pairing well with different fuel types, including diesel, compressed natural gas, and other alternatives. Unlike manuals and automated manual transmissions, our automatics maintain seamless full-power shifts, enabling vehicles to travel farther in less time. This allows fleets to achieve sustainability goals without sacrificing productivity. We are proud to partner with Mack on this initiative, highlighting Allison's ability to deliver optimized performance and capability for demanding vocations irrespective of the fuel source for the powertrain. Also during the quarter, we announced that the Maryland Department of Transportation selected buses equipped with the Allison eGen Flex hybrid propulsion system to operate in the Metropolitan Baltimore region. Allison remains committed to collaborating with transit agencies nationwide to support them in their emission reduction goals by providing innovative solutions to achieve their sustainability targets. Over the last few years, we have made numerous announcements involving transit properties across the United States selecting the Allison eGen Flex as the propulsion solution of choice for their city buses. We are excited to add Maryland to the growing list. Finally, within our defense end market, we were excited to announce that Allison has secured a new order for 3,040 MX cross-drive transmissions for the Poland pursuit Infantry Fighting Vehicle program. This order follows the memorandum of understanding announced in 2023 between Allison and PGZ, one of the largest defense companies in Europe, for cooperation on tracked vehicle programs and the expansion of our authorized service network in Poland. Our new 3,040 MX brings Allison's proven durability, reliability, performance, and innovation to the medium tracked vehicle segment. The 3,040 MX offers several key improvements that enhance its overall performance, including advanced electronic controls with integrated diagnostics, making it a significant step forward in defense vehicle propulsion. Also in our defense end market, Allison was recently awarded a multimillion-dollar contract by the United States Army through their ground vehicle system center for the second phase of the Next Generation Electrified Transmission or NGET program. We also refer to this product as the eGen Force. Following our announcement in 2022, highlighting the award of funding for Phase 1 of the NGET program, we are excited to continue our partnership with the ground vehicle systems center on this vital project. Phase 2, which will focus on enhancing the e-machine and inverter system, will bring us one step closer to delivering propulsion systems that not only meet but exceed the performance and efficiency needs of modern armored combat vehicles. With the eGen Force, Allison anticipates meeting requirements across a wide spectrum of applications, including the U.S. Army's Optionally Manned Fighting Vehicle or OMFV and main battle tank markets around the world. As a reminder, the OMFV program is expected to replace nearly 3,000 aging legacy Bradley vehicles, making it the U.S. Army's largest armored vehicle procurement since the 1980s. The Allison eGen Force has been selected by American Rheinmetall for integration into its OMFV offering. Currently in the development and prototype phase, the OMFV program is expected to progress into 2026 with U.S. government testing of vehicles and start of production in 2029. With our expanded portfolio and authorized service network, Allison is well-positioned to continue growth in the defense end market. We look forward to further announcements and awards with realization of our over $100 million incremental annual revenue objective this year and future growth opportunities, including products such as the eGen Force. I will now turn the call over to Fred for a recap of our strategic priorities and growth opportunities related to our recently announced acquisition of Dana's Off-Highway business. Fred?

Thank you, Dave. Good afternoon. As we announced in June, Allison has entered into a definitive agreement to acquire Dana's Off-Highway business. Today, I would like to briefly review the transaction while providing additional details on the strategic rationale and future growth opportunities. Please turn to Slide 5 of the presentation for an overview of the transaction highlights. The purchase price of approximately $2.700 billion to be financed with new debt and cash on hand represents a 6.8x multiple on 2024 adjusted EBITDA of approximately $400 million, including identified annual run-rate synergies of $120 million. The transaction value represents a 5.2x multiple on the same metric. The $120 million of identified annual run-rate synergies are expected to be primarily driven by opportunities in operations, procurement, engineering, R&D, and SG&A. Synergies are expected to ramp with full realization anticipated by year four. We anticipate closing in late Q4 2025. Please turn to Slide 6 of the presentation. As discussed on prior earnings calls, we believe Allison merits evaluation that is more aligned with other publicly traded premier industrial assets. Our robust and stable cash generation and comparative margin performance, along with current market position and future growth opportunities warrant this belief. The acquisition of Dana's Off-Highway business will strengthen our position as a premier industrial company, accelerating current growth objectives while multiplying future global growth opportunities. Starting with facilities and people, Allison's global reach will increase significantly with the addition of the Dana Off-Highway team and manufacturing presence around the globe. We will leverage Dana's Off-Highway global footprint for more local-for-local production with increased proximity to customers and markets providing advantages in meeting both commercial and government customer requirements. One example of this is in the India defense market where content requirements are critical for program releases and awards. We are excited for the post-close welcome of the Dana Off-Highway team joining Allison. The combined company will comprise a sophisticated global workforce of nearly 15,000 employees with the addition of Dana's Off-Highway teams, which are located primarily outside of North America. This complements Allison's current workforce demographics where 90% of our employee base is located in the United States. In terms of products and customers, Allison is well-positioned for growth within corresponding propulsion categories that will extend the applications of our existing and combined portfolios. We believe that the combined businesses and our increased set of capabilities and products will allow Allison to penetrate and expand into markets that are growing yet currently underserved by our core business, such as the agricultural and construction markets. In addition, the acquisition allows us to utilize and advance electrified products that are already serving mature early-adopting end markets and segments. Through the combined business, Allison will utilize the Dana Off-Highway business global technology centers for local development and realize cost synergies through combined engineering and R&D capabilities. We believe that complementary technical knowledge within the combined businesses in areas such as software and controls will accelerate product innovation and progress on key engineering capabilities and initiatives. Allison also expects to reduce costs through greater purchasing scale as well as vertical integration opportunities, while manufacturing locations in best-cost countries provide opportunities for cost-reduction initiatives within our operations. With this acquisition, Allison will continue our long history of engineering expertise, delivering products known for quality, reliability, and durability across diverse drivetrain components and work solutions. Finally, while our focus on day one post-close will be the combination of the two businesses, the Dana Off-Highway business, established M&A playbook and the broader platform of the combined companies expands Allison's opportunities for further inorganic growth. In this transformational moment in Allison's history, we are confident in our ability to combine the two businesses while realizing the identified and new run-rate synergies and maintaining our focus on solid financial performance and continued growth as a premier industrial company. We appreciate your support as we move through this period. Thank you, and I'll now turn the call over to Scott.

Thank you, Fred. I'll begin on Slide 7 with a review of our second quarter financial performance, followed by an update on our full-year 2025 guidance. Year-over-year net sales of $814 million were flat from the same period in 2024. In the defense end market, we continue to execute on our growth initiatives with second quarter net sales increasing 47% year-over-year. Our top-line results were further improved by record quarterly net sales of $142 million, an 11% increase year-over-year in the outside North America On- Highway end market. The increase was principally driven by higher demand in South America and Europe. Finally, in the service parts, support equipment, and other end market, year-over-year net sales increased 6% in the second quarter, principally driven by higher demand for service parts and price increases on certain products, partially offset by lower demand for aluminum die cast components. The aforementioned year-over-year net sales increases were offset by a 30% decrease in the Global Off-Highway end market and a 9% decrease in the North America On-Highway end market. Our second quarter results demonstrate the diversity of Allison's end markets and the incremental sales opportunities available from growth initiatives. Moving on with our second quarter financial performance. Gross profit for the quarter was $402 million, an increase of $8 million from $394 million for the same period in 2024. The increase was principally driven by price increases on certain products partially offset by lower volumes and unfavorable direct material costs. Net income for the quarter was $195 million, an increase of $8 million from $187 million for the same period in 2024. The increase was principally driven by higher gross profit and unrealized mark-to-market adjustments for marketable securities, partially offset by increased selling, general, and administrative expenses, including $15 million of costs associated with the acquisition of Dana's Off-Highway business. Adjusted EBITDA for the quarter was $313 million, an increase of 4% year-over-year. Adjusted EBITDA margin for the quarter was 38.5%, an increase of 160 basis points year-over-year. Diluted earnings per share increased 8% year-over-year to a quarterly record of $2.29. The increase was driven by higher net income and lower total diluted shares outstanding. A detailed overview of our net sales by end market and Q2 2025 financial performance can be found on Slides 8 and 9 of the presentation. Please turn to Slide 10 of the presentation for the Q2 2025 cash flow performance summary. Net cash provided by operating activities for the quarter was $184 million compared to $171 million for the same period in 2024. The increase was principally driven by lower operating working capital funding requirements and higher gross profit, partially offset by acquisition-related expenses. We ended the first quarter with a net leverage ratio of 1.38x, $778 million of cash, and $745 million of available revolving credit facility commitments. We continue to maintain a flexible, long-dated, and covenant-light debt structure with our earliest maturity due in October of 2027. Please turn to Slide 11 of the presentation for our 2025 guidance update. Given current end market conditions, anticipated acquisition-related expenses and expected favorable cash income tax impacts from the recently passed One Big Beautiful Bill Act, we are revising our full-year 2025 guidance provided to the market on May 1. Allison now expects net sales to be in the range of $3.075 billion to $3.175 billion. In addition to Allison's 2025 net sales guidance, we anticipate net income in the range of $640 million to $680 million, adjusted EBITDA in the range of $1.130 billion to $1.180 billion. Net cash provided by operating activities in the range of $785 million to $835 million, capital expenditures in the range of $165 million to $175 million, and adjusted free cash flow in the range of $620 million to $660 million. Finally, I'd like to note that we are maintaining the midpoint of the implied full-year adjusted EBITDA margin guidance. This concludes our prepared remarks. Paul, please open the call for questions.

Our first question is from Rob Wertheimer with Melius Research.

I wanted to see if you could expand on your comments. With the acquisition bringing you incremental geographic and other capabilities, you talked about the potential for inorganic growth. Could you characterize that? Does that mean there's bolt-ons, tuck-ins, et cetera, that could fit? Or do you have in mind any potentially other large assets? Thank you.

Rob, this is Fred. Relative to potential inorganic growth, if you think of us pre-acquisition, North American-centric, very strong market share, clearly, growing outside North America, record quarter. But what we believe is that this transaction with a larger global footprint across On-Highway, Off-Highway, agricultural, construction markets and a significant presence in Europe and Asia will ultimately provide more opportunities for potential bolt-on acquisitions. Obviously, our focus day one is on combining the business and generating the cost synergies. And then even as we talked about in the prepared remarks, we haven't baked any revenue synergies into our business case. We do anticipate this is very complementary, being able to leverage footprint, engineering capability, and local for local. So we're very excited about the potential organic growth opportunities as well.

Our next question is from Kyle Menges with Oppenheimer.

I would like to get more details about the guidance change. What specific areas are you observing this in? Additionally, regarding the provisions and the One Big Beautiful Bill, while you have kept CapEx the same, are there any opportunities for adjustments? Also, is there a chance for any extra tax savings from the provision acquisition that were previously unknown before this bill?

Ian, it's Dave. I appreciate the questions. Let me cover that first part in terms of guide change, and then I'll turn it over to Scott. So relative to what we've changed in the guide, as you know, from February to May, we maintained the overall guide. What we have certainly seen as the second half has shaped up, and I'm certainly not going to tell you or anybody else things you don't know at this point, but revisions in North America On- Highway build rates are significant. As we frankly entered late Q2, early Q3, you started to see announcements of layoffs, shift reductions, downtime, and extended summer shutdowns, I would observe. We probably haven't seen anything quite like that in several years. The fact is OEMs are responding to near-term market demand conditions. You'll notice plenty of comments, I think, from the OEMs regarding supporting market demand from dealer inventory. Inventories are relatively elevated. We talked earlier in the year about the expectation of medium-duty softening this year, and that, in fact, has been the case. OEM comments for Q2 also indicated some level of moderation on the Class 8 straight vocational side as well. So that combination, if you really look at focus on the overall changes in the guide, that would be probably the most relevant thing to note for the second half as we rolled up everything. So again, we're staying close to the market and are making sure that we can certainly meet customer requirements and timing. But at this point, we're sizing, as I think we even talked about in May, our run rates ourselves in terms of overall manpower and our own production rates. So for us, it's really getting back to a more lean capacity rate operations, as we've talked about in the past, very attractive to us in terms of incrementals and also allowing our team to invest a little bit more time in the day-to-day operations relative to maintenance and some of the quality initiatives that we've been pursuing. So that, combined with some operational efficiency projects and other things we've been looking to get some time to implement, we will be pursuing in this, I would say, quieter period. But overall, better positioned, we believe, to certainly meet market demand, as we've talked about the last few years with the number of investments in capacity both in North America as well as outside North America with projects coming online or coming online shortly. I think it's also very important to us as we think about current market conditions as more of a deferral versus any type of real permanent change in demand. So let me turn it over to Scott for the second part.

Kyle, it's Scott. So we, like many, have been quickly assessing the anticipated impact of the OBBBA on our cash taxes. This year, we're expecting it to be a substantial item given the catch-up on the full amortization of the R&D tax credit. So that's going to be something in the mid-triple digits for the year. That includes both the R&D amortization as well as the fixed asset bonus depreciation and some of the changes in the foreign-derived intangible income rates. And then going forward, less of an impact primarily just because there's a one-time gain related to the amortization of the R&D this year. That's going to be, I would say, in the mid- to upper teens on an annualized basis, at least for the near term.

So expected benefit this year in the mid-double-digit millions, right?

Yes, mid-double-digit.

Our next question is from Kyle Menges with Citi.

Could we just talk about what's embedded in the margin guidance a little bit for the back half and maybe some of the key puts and takes? Curious how strong pricing was in the quarter and expectations for pricing in the back half? And then any incremental steel cost headwinds or other cost headwinds or tailwinds assumed in the back half, I would love to just hear you guys on back what's in the assumed margin guidance?

Yes, it's Scott. As we mentioned regarding pricing this quarter, it was over 400 basis points. Looking ahead to the second half of the year, we expect to see similar positive trends from pricing. However, we do expect a decline in volume compared to the same quarter last year. This is partly due to changes in vocational activity affecting our mix. Additionally, the impact of tariffs is fluctuating, but we foresee a significant effect from them in the latter half of the year, although we believe we can recover a substantial portion of that cost from our customers. Overall, the main concern for the second half will be the volume. Fred, do you have any additional insights on that?

I think as we think about what we talked about last quarter, our overall exposure to tariffs is limited, as 85% of our direct material spend is with suppliers based in North America. The majority of those are located in the United States, and those in Canada and Mexico are currently under USMCA exemptions. We do also with our agreements with our OEM customers have pass-through for the majority of our costs on steel and aluminum. Those do tend to lag 6 to 12 months. So again, this is a pretty fluid environment, but we continue to monitor and plan to offset the impact.

Our next question is from Tim Thein with Raymond James.

I have a question regarding the recent changes to guidance. Specifically, how do you see the mid-30% range affecting your ability to manage decrementals, especially considering the heavier vocational market? There's good margin in the 4000 series, so I'm wondering if there are other segments or advantages aside from North American On-Highway. Is the parts business performing better? I'm interested in knowing if there are additional factors at play. Typically, with a significant drop in North American On-Highway, I would expect to see a larger decremental impact. Could you provide some insight on this?

Yes. We are expecting and observing some improvement in our defense business in the second half of the year compared to both the second half of last year and the first half of this year for our wheeled and tracked vehicles. There are positive factors that help counterbalance the challenges we're facing in the North American On-Highway segment. Additionally, we are also experiencing stability in the outside North America On-Highway sector. While these factors do not entirely offset the impact in North America, they are lessening some of the effects. Furthermore, we are closely managing our costs during the second half of the year.

Yes, Tim, this is Fred. So while we are seeing some softness in the Class 8 straight truck, the municipal business is still very strong. Really where we've seen, I'd say, the most near-term softness has been in medium duty. So I think that probably addresses some of your mix concerns.

Our next question is from Tami Zakaria with JPMorgan.

I wanted to get some color on your intended buyback. It seems like you did buy back some stock in Q2. Do you plan to keep buying back while the Dana deal is pending? And post close of the deal, do you intend to pause buyback or until leverage comes down to 2 or below? Or do you want to keep buying back as and when cash is available?

Thanks for the question, Tami. Our capital allocation strategies remain consistent. Our primary focus is to support the business through organic revenue growth, earnings expansion, and new product and technology development. We are in a position where we can pursue share buybacks and debt reduction simultaneously. Our plan is to return cash to shareholders via dividends, while also using a substantial amount of cash for transactions and taking on some additional debt, aiming for a net leverage of 2x in the near future. We like to be flexible with our approach. We did buy back over $100 million worth of shares in the last quarter. We believe we are positioned as a leading industrial company with exciting growth opportunities from this transaction, enhancing our current growth goals and multiplying future objectives. Our strong cash generation, leading margins, and favorable market position contribute to our growth since our record revenues in 2019, which were up 20% into 2024, totaling an increase of $500 million. We have identified $400 million in growth opportunities, but to achieve what we consider a premier industrial multiple, which is at least double digits, we need to accelerate our growth, and we believe this transaction will help us do that. Looking ahead, with the combined EBITDA and the double-digit multiple from our focus on debt reduction, share repurchases, and our current dividend policy, we believe our stock could exceed $200 in three years. Given this outlook, it is quite appealing to buy shares at $90 each.

Our next question is from Angel Castillo with Morgan Stanley.

I wanted to follow up on the current backlog and the order trends we've observed so far this year. I understand it’s early in the process, but I believe you mentioned that you are noticing some areas of weakness or a delay in demand rather than a decline. Could you share your thoughts on how you see demand in 2026 shaping up, especially in markets like medium-duty or vocational? Additionally, do you have any insights regarding the Section 232 review or the EPA 27 regulation and how that might influence customers' decisions to purchase now versus waiting until 2026?

Thank you for those questions, Angel. There’s a lot to unpack. In response to your comment about backlogs, the industry is starting to recover from a challenging period for all participants. There are significant costs involved in getting products delivered, but the market conditions have improved significantly, and suppliers have caught up. However, one area that hasn't completely recovered is bodybuilders, which still poses a constraint. Regarding backlogs, they have indeed decreased, and inventory levels at the retail level are better. Additionally, there are many chassis at bodybuilders, which explains why North American OEMs are adjusting their strategies. No one wants to enter 2026 in an oversupplied market, especially given the ongoing uncertainties such as tariffs, emissions regulations, financing costs, and the broader macroeconomic climate. This uncertainty has caused end users to adopt a cautious wait-and-see approach, leading to a deferral of investment decisions until there is more clarity. Some OEMs have acknowledged this, which has contributed to a reduction in build rates. This positions the industry better for 2026. Regarding Section 232, the commercial vehicle sector has extensively commented on it, and we are keeping track of it as well. However, we believe we are well positioned in terms of USMCA sourcing, with most of our materials sourced from the U.S. and some from Mexico and Canada. As for regulatory changes, recent announcements from the EPA could significantly alter emissions regulations, and like others in the industry, we are awaiting further clarity. Our current product portfolio for On-Highway is already compliant with both current and anticipated emissions regulations, so we are well prepared. Overall, our perspective is that the North American On-Highway market is currently experiencing more deferral than an actual decline in long-term demand.

That's very helpful. And if I could, just one quick follow-up. I think I heard you say that the outside North America and defense continue to be stronger in the second half. What about the service parts business that seemed to be pretty healthy in the first half as well? Just what do you expect there in the second half?

Part of, obviously, that particular end market for us is support equipment. So it follows volume, right? So to my comments in terms of the way the volume breaks first half, second half, we'll have less demand for support equipment. That being said, I think the overall trends in terms of service requirements seem to be somewhat stable at this point. So our channel checks would tell us that they're better positioned from a labor perspective. The one item to keep an eye on, as I mentioned, with deferrals or uncertainty with end users is they're deferring capital investments. It's very hard to defer maintenance. At some point, that becomes a challenge. So these aging fleets vehicles are being utilized. We feel good about the overall market trends in terms of aftermarket and our continued high capture rate there.

There are no further questions at this time. I would like to hand the floor back over to David Graziosi for any closing comments.

Thank you, Paul, and thank all of you for your continued interest in Allison and for participating on today's call. Enjoy your evening.

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