Forward Looking Statements
Some of the information presented in this document and
discussions that follow, including, without limitation,
statements with respect to the proposed acquisition of
Metaldyne Performance Group, Inc ("MPG") and the anticipated
consequences and benefits of the acquisition, the targeted
close date for the acquisition, product development, market
trends, price, expected growth and earnings, cash flow
generation, costs and cost synergies, portfolio
diversification, economic trends, outlook and all other
information relating to matters that are not historical
facts may constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of
1995. There can be no assurance that actual results will not
differ materially. Factors that could cause actual results
to differ materially include, without limitation: the
receipt and timing of necessary regulatory approvals; the
ability to finance the acquisition; the ability to
successfully operate and integrate MPG's operations and
realize estimated synergies; reduced purchases of our
products by General Motors Company (GM), FCA US LLC (FCA),
or other customers; reduced demand for our customers'
products (particularly light trucks and sport utility
vehicles (SUVs) produced by GM and FCA); our ability to
develop and produce new products that reflect market demand;
lower-than-anticipated market acceptance of new or existing
products; our ability to respond to changes in technology,
increased competition or pricing pressures; our ability to
attract new customers and programs for new products; our
ability to achieve the level of cost reductions required to
sustain global cost competitiveness; supply shortages or
price increases in raw materials, utilities or other
operating supplies for us or our customers as a result of
natural disasters or otherwise; liabilities arising from
warranty claims, product recall or field actions, product
liability and legal proceedings to which we are or may
become a party, or the impact of product recall or field
actions on our customers; our ability or our customers' and
suppliers' ability to successfully launch new product
programs on a timely basis; our ability to realize the
expected revenues from our new and incremental business
backlog; risks inherent in our international operations
(including adverse changes in political stability, taxes and
other law changes, potential disruptions of production and
supply, tariff and trade restrictions and currency rate
fluctuations, including those resulting from the United
Kingdom's vote to exit the European Union and the change in
the presidential administration in the United States);
negative or unexpected tax consequences; our ability to
consummate and integrate acquisitions and joint ventures;
global economic conditions; our ability to maintain
satisfactory labor relations and avoid work stoppages; our
suppliers', our customers' and their suppliers' ability to
maintain satisfactory labor relations and avoid work
stoppages; price volatility in, or reduced availability of,
fuel; our ability to protect our intellectual property and
successfully defend against assertions made against us; our
ability to successfully maintain the security of, and
integrate MPG's, information technology networks and
systems; our ability to attract and retain key associates;
availability of financing for working capital, capital
expenditures, research and development (RandD) or other
general corporate purposes including acquisitions, as well
as our ability to comply with financial covenants; our
customers' and suppliers' availability of financing for
working capital, capital expenditures, RandD or other
general corporate purposes; changes in liabilities arising
from pension and other postretirement benefit obligations;
risks of noncompliance with environmental laws and
regulations or risks of environmental issues that could
result in unforeseen costs at our facilities; adverse
changes in laws,
government regulations or market conditions affecting our
products or our customers' products (such as the Corporate
Average Fuel Economy (CAFE) regulations); our ability or our
customers' and suppliers' ability to comply with the
Dodd-Frank Act and other regulatory requirements and the
potential costs of such compliance; and the other factors
detailed from time to time in the reports we file with the
Securities and Exchange Commission ("SEC"), including those
described under "Risk Factors" in our Annual Report on Form
10-K and our Quarterly Reports on Form 10-Q. These
forward-looking statements speak only as of the date of this
communication. We expressly disclaim any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein to reflect any
change in our expectations with regard thereto or any change
in events, conditions or circumstances on which any such
statement is based. Information with respect to MPG,
including non-GAAP information is taken or derived from
MPG's public filings and management estimates and we take no
responsibility for the accuracy or completeness of such
information. It should be noted that this presentation
contains certain financial measures, including Adjusted
EBITDA and Adjusted free cash flow, that are not required
by, or presented in accordance with, accounting principles
generally accepted in the United States, or GAAP. These
measures are presented here to provide additional useful
measurements to review our operations, provide transparency
to investors and enable period-to-period comparability of
financial performance. A description of non-GAAP financial
measures that we use to evaluate our operations and
financial performance, and reconciliation of these non-GAAP
financial measures to the most directly comparable financial
measures calculated and reported in accordance with GAAP,
can be found starting on slide 33 under "Reconciliation of
Non-GAAP Measures".
2
|  |
