Allison Transmission (ALSN) 8-K Allison Transmission Announces Third Quarter 2013 Results

Q3 2013 Earnings Release

October 28, 2013

1

Lawrence Dewey, Chairman, President & Chief Executive Officer

David Graziosi, Executive Vice President & Chief Financial Officer

Exhibit 99.2

Safe Harbor Statement

2

The

following

information

contains,

or

may

be

deemed

to

contain,

“forward-looking

statements”

(as

defined

in

the

U.S.

Private

Securities

Litigation

Reform

Act

of

1995).

The

words

“believe,”

“expect,”

“anticipate,”

“intend,”

“estimate”

and

other

expressions

that

are

predictions

of

or

indicate

future

events

and

trends

and

that

do

not

relate

to

historical

matters

identify

forward-looking

statements.

You

should

not

place

undue

reliance

on

these

forward-looking

statements.

Although

forward-looking

statements

reflect

management’s

good

faith

beliefs,

reliance

should

not

be

placed

on

forward-looking

statements

because

they

involve

known

and

unknown

risks,

uncertainties

and

other

factors,

which

may

cause

the

actual

results,

performance

or

achievements

to

differ

materially

from

anticipated

future

results,

performance

or

achievements

expressed

or

implied

by

such

forward-looking

statements.

Forward-looking

statements

speak

only

as

of

the

date

the

statements

are

made.

We

undertake

no

obligation

to

publicly

update

or

revise

any

forward-looking

statement,

whether

as

a

result

of

new

information,

future

events,

changed

circumstances

or

otherwise.

These

forward-looking

statements

are

subject

to

numerous

risks

and

uncertainties,

including,

but

not

limited

to:

risks

related

to

our

substantial

indebtedness;

our

participation

in

markets

that

are

competitive;

the

highly

cyclical

industries

in

which

certain

of

our

end

users

operate;

the

failure

of

markets

outside

North

America

to

increase

adoption

of

fully-automatic

transmissions;

the

concentration

of

our

net

sales

in

our

top

five

customers

and

the

loss

of

any

one

of

these;

future

reductions

or

changes

in

government

subsidies

for

hybrid

vehicles;

U.S.

defense

spending;

general

economic

and

industry

conditions;

the

discovery

of

defects

in

our

products,

resulting

in

delays

in

new

model

launches,

recall

campaigns

and/or

increased

warranty

costs

and

reduction

in

future

sales

or

damage

to

our

brand

and

reputation;

our

ability

to

prepare

for,

respond

to

and

successfully

achieve

our

objectives

relating

to

technological

and

market

developments

and

changing

customer

needs;

risks

associated

with

our

international

operations;

and

labor

strikes,

work

stoppages

or

similar

labor

disputes,

which

could

significantly

disrupt

our

operations

or

those

of

our

principal

customers.

Allison

Transmission

cannot

assure

you

that

the

assumptions

made

in

preparing

any

of

the

forward-

looking

statements

will

prove

accurate

or

that

any

long-term

financial

goals

will

be

realized.

All

forward-looking

statements

included

in

this

presentation

speak

only

as

of

the

date

made,

and

Allison

Transmission

undertakes

no

obligation

to

update

or

revise

publicly

any

such

forward-looking

statements,

whether

as

a

result

of

new

information,

future

events,

or

otherwise.

In

particular,

Allison

Transmission

cautions

you

not

to

place

undue

weight

on

certain

forward-looking

statements

pertaining

to

potential

growth

opportunities,

long-term

financial

goals

or

the

value

we

currently

ascribe

to

certain

tax

attributes

set

forth

herein.

Actual

results

may

vary

significantly

from

these

statements.

Allison

Transmission’s

business

is

subject

to

numerous

risks

and

uncertainties,

which

may

cause

future

results

of

operations

to

vary

significantly

from

those

presented

herein.

Important

factors

that

could

cause

actual

results

to

differ

materially

are

discussed

in

Allison

Transmission’s

Quarterly

Report

on

Form

10-Q

for

the

quarter

ended

March

31,

2013

and

Allison

Transmission’s

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2012.

Non-GAAP Financial Information

3

We

use

Adjusted

net

income,

Adjusted

EBITDA,

Adjusted

EBITDA

excluding

technology-related

license

expenses,

Adjusted

EBITDA

margin,

Adjusted

EBITDA

margin

excluding

technology-related

license

expenses,

adjusted

free

cash

flow

and

free

cash

flow

to

evaluate

our

performance

relative

to

that

of

our

peers.

In

addition,

the

Senior

Secured

Credit

Facility

has

certain

covenants

that

incorporate

Adjusted

EBITDA.

However,

Adjusted

net

income,

Adjusted

EBITDA,

Adjusted

EBITDA

excluding

technology-related

license

expenses,

Adjusted

EBITDA

margin,

Adjusted

EBITDA

margin

excluding

technology-related

license

expenses,

adjusted

free

cash

flow

and

free

cash

flow

are

not

measurements

of

financial

performance

under

GAAP,

and

these

metrics

may

not

be

comparable

to

similarly

titled

measures

of

other

companies.

Adjusted

net

income

is

calculated

as

the

sum

of

net

income

(loss),

interest

expense,

net,

income

tax

expense

(benefit),

trade

name

impairment

and

amortization

of

intangible

assets,

less

cash

interest,

net

and

cash

income

taxes,

and

adjusted

for

certain

non-recurring

items.

Adjusted

EBITDA

is

calculated

as

the

sum

of

Adjusted

net

income,

cash

interest,

net,

cash

income

taxes,

depreciation

of

property,

plant

and

equipment

and

other

adjustments

as

defined

by

the

Senior

Secured

Credit

Facility

and

as

further

described

below.

Adjusted

EBITDA

excluding

technology-related

license

expenses

is

calculated

as

Adjusted

EBITDA

less

technology-related

license

expenses.

Adjusted

EBITDA

margin

is

calculated

as

Adjusted

EBITDA

divided

by

net

sales.

Adjusted

EBITDA

margin

excluding

technology-related

license

expenses

is

calculated

as

Adjusted

EBITDA

excluding

technology-related

license

expenses

divided

by

net

sales.

Free

cash

flow

is

calculated

as

net

cash

provided

by

operating

activities

less

capital

expenditures.

Adjusted

free

cash

flow

is

free

cash

flow

adjusted

for

non-recurring

items.

We

use

Adjusted

net

income

to

measure

our

overall

profitability

because

it

better

reflects

our

cash

flow

generation

by

capturing

the

actual

cash

interest

paid

and

cash

taxes

paid

rather

than

our

interest

expense

and

tax

expense

as

calculated

under

GAAP

and

excludes

the

impact

of

the

non-cash

annual

amortization

of

certain

intangible

assets

that

were

created

at

the

time

of

the

Acquisition

Transaction.

We

use

Adjusted

EBITDA,

Adjusted

EBITDA

excluding

technology-related

license

expenses,

Adjusted

EBITDA

margin

and

Adjusted

EBITDA

margin

excluding

technology-related

license

expenses

to

evaluate

and

control

our

cash

operating

costs

and

to

measure

our

operating

profitability.

We

use

adjusted

free

cash

flow

and

free

cash

flow

to

evaluate

the

amount

of

cash

generated

by

the

business

that,

after

the

capital

investment

needed

to

maintain

and

grow

our

business,

can

be

used

for

strategic

opportunities,

including

investing

in

our

business

and

strengthening

our

balance

sheet.

We

believe

the

presentation

of

Adjusted

net

income,

Adjuste

d EBITDA,

Adjusted

EBITDA

excluding

technology-related

license

expenses,

Adjusted

EBITDA

margin,

Adjusted

EBITDA

margin

excluding

technology-related

license

expenses

and

adjusted

free

cash

flow

enhances

our

investors'

overall

understanding

of

the

financial

performance

and

cash

flow

of

our

business.

You

should

not

consider

Adjusted

net

income,

Adjusted

EBITDA,

Adjusted

EBITDA

excluding

technology-related

license

expenses,

Adjusted

EBITDA

margin,

Adjusted

EBITDA

margin

excluding

technology-related

license

expenses,

adjusted

free

cash

flow

and

free

cash

flow

as

an

alternative

to

net

income

(loss),

determined

in

accordance

with

GAAP,

as

an

indicator

of

operating

performance,

or

as

an

alternative

to

net

cash

provided

by

operating

activities,

determined

in

accordance

with

GAAP,

as

an

indicator

of

Allison’s

cash

flow.

Call Agenda

Q3 2013 Performance

Full Year 2013 Guidance Update

4

Q3 2013 Performance Summary

5

($ in millions)

Q3 2013

Q3 2012

% Variance

Net Sales

$466

$494

(5.5%)

Gross Margin %

44.2%

45.5%

(130 bps)

Adjusted Net Income

(1)

$101

$100

1.8%

Adjusted Free Cash Flow

(1)

$116

$120

(3.3%)

Commentary

Net

Sales:

the

decrease

was

principally

driven

by

previously

contemplated

reductions

in

U.S.

defense

spending,

lower

demand

in

the

North

America

energy

sector’s

hydraulic

fracturing

market,

relative

to

the

same

period

in

2012,

fewer

sales

of

North

America

hybrid-propulsion

systems

for

transit

buses

and

continued

weakness

in

the

Outside

North

America

Off-Highway

mining

sector

end

market.

Partially

offsetting

these

declines

were

strength

in

the

North

America

On-Highway

end

market,

our

largest,

and

the

Service

Parts,

Support

Equipment

&

Other

end

market. 

Gross

Margin:

the

decrease

was

principally

driven

by

decreased

net

sales.

Adjusted

Net

Income:

the

increase

was

principally

driven

by

reduced

global

commercial

and

product

initiatives

spending,

and

$12

million

of

technology-related

license

expenses

in

2012

partially

offset

by

decreased

net

sales

and

higher

employee

stock

compensation

expense.

Adjusted

Free

Cash

Flow:

the

decrease

was

principally

driven

by

decreased

net

cash

provided

by

operating

activities

partially

offset

by

reduced

capital

expenditures.

The

decrease

in

capital

expenditures

was

principally

driven

by

lower

2013

product

initiatives

spending.

(1)

See Appendix for a reconciliation of Adjusted Net Income and Adjusted Free Cash Flow.

Q3 2013 Sales Performance

End Markets

Q3 2013

Q3 2012

% Variance

Commentary

North America On-Hwy

$212

$189

12%

Increased

demand

for

Rugged

Duty

and

Highway

Series

models

North America Hybrid-

Propulsion Systems for

Transit Bus

$15

$30

(50%)

Decreased

demand

and

intra-year

movement

in

the

timing

of

orders

North America Off-Hwy

$9

$22

(59%)

Defense

$52

$74

(30%)

Continued

reductions

in

U.S.

defense

spending

to

longer

term

averages

experienced

during

periods

without

active

conflicts

Outside North America

On-Hwy

$70

$73

(4%)

Weakness

in

Japan

truck,

and

China

and

Latin

America

bus

tenders

timing,

partially

offset

by

improved

demand

conditions

in

Russia

bus

Outside North America

Off-Hwy

$16

$22

(27%)

Decreased

mining

sector

demand

Service Parts, Support

Equipment & Other

$92

$84

10%

Increased

demand

for

North

America

On-

Highway

and

Off-Highway

service

parts

Total

$466

$494

(6%)

6

($ in millions)

Decreased

demand

driven

by

hydraulic

fracturing

applications, but

essentially

flat

for

the

third

consecutive quarter

Q3 2013 Financial Performance

7

($ in millions, except share data)

Q3 2013

Q3 2012

$ Var

% Var

Commentary

Net Sales

$466.3

$493.5

($27.2)

(5.5%)

Decrease

was

principally

driven

by

previously

contemplated

reductions

in

U.S.

defense

spending,

lower

demand

in

the

North

America

energy

sector’s

hydraulic

fracturing

market,

fewer

sales

of

North

America

hybrid-propulsion systems for transit buses and

continued weakness in the

Outside

North

America

Off-Highway

mining sector end market.  Partially offsetting these declines were

strength in the

North America

On-Highway end market, our

largest, and the Service Parts, Support Equipment & Other

end

market. 

Cost of Sales

$260.2

$269.1

$8.9

3.3%

Gross Profit

$206.1

$224.4

($18.3)

(8.2%)

Principally

driven

by

decreased

net

sales

Operating Expenses

Selling, general and administrative expenses

$74.0

$96.7

$22.7

23.5%

$12

million

of

lower

intangible

asset

amortization,

reduced

global

commercial

spending

activities,

favorable

product

warranty

expense

and

a

warranty

expense

reduction

for

the

dual

power

inverter

module

extended

coverage

program

partially

offset

by

$2

million

of

higher

employee

stock

compensation

Engineering –

research and development

$20.9

$35.9

$15.0

41.8%

A

decrease

of

$3

million,

excluding

the

2012

technology-related

license

expenses

of

$12

million, principally driven by reduced

product initiatives spending

Total operating expenses

$94.9

$132.6

$37.7

28.4%

Operating Income

$111.2

$91.8

$19.4

21.1%

Interest Expense, net

($37.3)

($40.8)

$3.5

8.6%

Deferred amortization and refinancing

Other Expense, net

($1.5)

($1.8)

$0.3

16.7%

Income Before Income Taxes

$72.4

$49.2

$23.2

47.2%

Income Tax Expense

($27.9)

($17.0)

($10.9)

(64.1%)

Increase

in

effective

tax

rate

principally

driven

by

decreased

discrete activity

Net Income

$44.5

$32.2

$12.3

38.2%

Diluted Earnings Per Share

$0.24

$0.17

$0.07

41.2%

Q3

2013:

188.0M

shares;

Q3

2012:

185.5M

shares

Adjusted EBITDA

(1)

$161.6

$159.5

$2.1

1.3%

Adjusted EBITDA excluding technology-

related license expenses

(1)

$161.6

$171.5

($9.9)

(5.8%)

Adjusted Net Income

(1)

$101.3

$99.5

$1.8

1.8%

(1)

See Appendix for a reconciliation from Net Income.

Q3 2013 Cash Flow Performance

8

($ in millions)

Q3 2013

Q3 2012

$ Variance

% Variance

Commentary

Net Cash Provided by

Operating Activities

$131

$139

($8)

(5.7%)

Principally driven by decreased 

net sales and lower other

liabilities, net

CapEx

$15

$31

($16)

(51.0%)

Principally

driven

by

lower

2013

product

initiatives

spending

Adjusted Free Cash

Flow

(1) 

$116

$120

($4)

(3.3%)

Reduced

cash

flow

from

operations

partially

offset

by

reduced

capital

spending

($ in millions)

Q3 2013

Q3 2012

$ Variance

% Variance

Commentary

Operating Working

Capital

(2)

Percentage of

LTM Sales

10.4%

9.9%

N/A

50 bps

Principally driven by decreased

LTM

Sales and 2012 labor

negotiations preparation

Cash Paid for Interest

$33

$32

$1

4.7%

Principally driven by adjusted

margins

due

to

refinancing and

debt repayments

Cash Paid for Income

Taxes

$1

$3

($2)

(80.8%)

Decreased outside North

America

taxable

income

(1)

See Appendix for a reconciliation of Adjusted Free Cash Flow.

(2)

Operating Working Capital = A/R + Inventory –

A/P.

Full Year 2013 Guidance Update

9

Guidance

Commentary

Net Sales

($ in millions)

$1,920 to $1,935

We

expect

net

sales

to

stabilize

on

a

year-over-

year

basis,

an

improvement

relative

to

the

sales

decline

through

the

first

three

quarters

of

the

year. 

We

continue

to

anticipate

improving

trends

in

the

fourth

quarter

of

2013

which

we

expect

to

be

driven

by

growth

in

global

On-Highway

and

Service

Parts,

Support

Equipment

&

Other

end

markets,

and

abating

year-over-year

declines

in

the

North

America

Off-Highway

and

North

America

Hybrid-

Propulsion

Systems

for

Transit

Bus

end

markets. 

Adjusted EBITDA excluding

technology-related license expenses

($ in millions)

$630 to $640

Adjusted EBITDA Margin excluding

technology-related license expenses

32.75 to 33.25

percent

Adjusted Free Cash Flow

($ in millions)

$340 to $360

CapEx

($ in millions)

Maintenance

New Product Programs

$63 to $66

$12 to $14

Subject

to

timely

completion

of

development

and

sourcing

milestones

Cash Income Taxes

($ in millions)

$8 to $12

U.S.

income

tax

shield

and

net

operating

loss

utilization

10

APPENDIX

Non-GAAP Financial Information

Non-GAAP Reconciliations

(1 of 2)

Adjusted Net Income and Adjusted EBITDA reconciliation

(1) Includes charges or income related to legacy employee benefits, shared income with General Motors, benefit plan adjustments, transitional costs to establish Allison as a stand-alone

entity, pension curtailment adjustments, employee stock compensation expense, service fees paid to Allison’s Sponsors and an adjustment for the settlement of litigation which

originated with the Predecessor but was assumed by the Company as part of the Acquisition Transaction.

11

$ in millions, Unaudited

Last twelve

months ended

September 30,

2009

2010

2011

2012

2012

2013

2013

Net (loss) income

($323.9)

$29.6

$103.0

$514.2

$32.2

$44.5

$133.7

plus:

Interest expense, net                         

234.2

277.5

217.3

151.2

40.8

37.3

140.1

Cash interest expense

(242.5)

(239.1)

(208.6)

(167.3)

(31.8)

(33.3)

(159.6)

Income tax expense (benefit)

41.4

53.7

47.6

(298.0)

17.0

27.9

86.0

Cash income taxes                          

(5.5)

(2.2)

(5.8)

(10.7)

(2.6)

(0.5)

(5.2)

Fee to terminate services agreement with Sponsors

—

—

—

16.0

—

—

—

Technology-related investment expenses

—

—

—

14.4

6.4

—

2.5

Public offering expenses

—

—

—

6.1

—

0.3

0.9

Trade name impairment                      

190.0

—

—

—

—

—

—

Amortization of intangible assets               

155.9

154.2

151.9

150.0

37.5

25.1

117.6

Adjusted net income                          

$49.6

$273.7

$305.4

$375.9

$99.5

$101.3

$316.0

Cash interest expense

242.5

239.1

208.6

167.3

31.8

33.3

159.6

Cash income taxes                          

5.5

2.2

5.8

10.7

2.6

0.5

5.2

Depreciation of property, plant and equipment    

105.9

99.6

103.8

102.5

26.1

24.4

100.6

(Gain)/loss on repurchases of long-term debt

(8.9)

(3.3)

16.0

22.1

0.5

0.5

1.0

Dual power inverter module extended coverage

11.4

(1.9)

—

9.4

—

(2.4)

(2.4)

UAW Local 933 signing bonus

—

—

—

8.8

—

—

8.8

Benefit plan re-measurement

—

—

—

2.3

—

—

—

Unrealized (gain) loss on commodity hedge contracts

(5.8)

0.3

6.5

(1.0)

(2.1)

(0.8)

1.0

Unrealized (gain) loss on foreign exchange

—

(0.2)

0.3

0.1

0.0

1.8

2.6

Premiums and expenses on tender offer for long-term debt

—

—

56.9

—

—

—

—

Restructuring charges

47.9

—

—

—

—

—

1.0

Reduction of supply contract liability

—

(3.4)

—

—

—

—

—

Other, net

(1)

53.2

10.9

8.6

7.0

1.1

3.0

12.4

Adjusted EBITDA                           

$501.3

$617.0

$711.9

$705.1

$159.5

$161.6

$605.8

Adjusted EBITDA excluding technology-related license expenses

$501.3

$617.0

$711.9

$717.1

$171.5

$161.6

$611.8

Net Sales

$1,766.7

$1,926.3

$2,162.8

$2,141.8

$493.5

$466.3

$1,922.8

Adjusted EBITDA margin               

28.4%

32.0%

32.9%

32.9%

32.3%

34.7%

31.5%

Adjusted EBITDA margin excl technology-related license expenses

28.4%

32.0%

32.9%

33.5%

34.8%

34.7%

31.8%

Three months ended

September 30,

For the year ended December 31,

$ in millions, Unaudited

Last twelve

months ended

September 30,

2009

2010

2011

2012

2012

2013

2013

Net Cash Provided by Operating Activities

$168.7

$388.9

$469.2

$497.5

$138.9

$131.0

$427.5

(Deductions) or Additions:

Long-lived assets

(88.2)

(73.8)

(96.9)

(123.9)

(31.4)

(15.4)

(71.2)

Fee to terminate services agreement with Sponsors

—

—

—

16.0

—

—

—

Technology-related license expenses

—

—

—

12.0

12.0

—

6.0

2009 Non-Recurring Activity

(1)

61.0

—

—

—

—

—

—

Adjusted Free Cash Flow

$141.5

$315.1

$372.3

$401.6

$119.5

$115.6

$362.3

Net Sales                                    

$1,766.7

$1,926.3

$2,162.8

$2,141.8

$493.5

$466.3

$1,922.8

Adjusted Free Cash Flow (% to Net Sales)

8.0%

16.4%

17.2%

18.8%

24.2%

24.8%

18.8%

Three months ended

September 30,

For the year ended December 31,

Adjusted Free Cash Flow reconciliation

(1)

2009

adjusted

for

certain

non-recurring

activity:

(a)

capitalized

accrued

interest

on

Senior

Toggle

Notes

($29)

million,

(b)

cash

restructuring

charge

$51

million,

(c)

accounts

payable

early

payments

$3

million,

(d)

delayed

accounts

receivable

receipts

$19

million

and

(e)

Lehman

LIBOR

swap

settlement

$17

million.

12

Non-GAAP Reconciliations

(2 of 2)