Dana Incorporated (DAN) Q4 2012 Earnings Report, Transcript and Summary

Good morning, and welcome to Dana Holding Corporation's Fourth Quarter and Full Year 2012 Webcast and Conference Call. My name is Brent and I will be your conference facilitator. Please be advised that our meeting today, both the speakers' remarks and Q&A session, will be recorded for replay purposes. [Operator Instructions] At this time, I would like to begin the presentation by turning the call over to Dana's Director of Investor Relations, Craig Barber. Please go ahead, Mr. Barber.

Thank you, Brent. On behalf of the entire Dana management team, I would like to thank you for joining us this morning either by phone or on the webcast. With me today are Roger Wood, President and Chief Executive Officer; and Bill Quigley, Executive Vice President and Chief Financial Officer. Also in the room is Mark Wallace, Executive Vice President and President of Light Vehicle Driveline; Aziz Aghili, President of Off-Highway Technologies. Before we begin, I would like to review a couple of items. Copies of this morning's earnings release and the accompanying slides have been posted on Dana's investor website for your reference. Today's call is being recorded, and the supporting materials are the property of Dana Holding Corporation. They may not be recorded, copied or rebroadcast without our consent. [Operator Instructions] Finally, today's presentation includes some forward-looking statements about our expectations for Dana's future performance. Actual results could differ materially from those suggested by our comments here. Additional information about those factors can be found on our Safe Harbor statement. These risk factors are also detailed in our SEC filings, including our annual, quarterly and current reports with the SEC. With that, I would like to turn the call over to Roger Wood.

Thanks, Craig, and good morning, everyone. We are pleased to report record financial results for Dana Holding Corporation in 2012. Sales for the year were more than $7.2 billion, even in the face of strong currency headwinds and weak second half demand in a few of our markets. Net income for the year was a record $300 million, and for the quarter, was $88 million, marking our seventh consecutive quarter of positive net income. We did have a tax gain in the quarter that Bill will talk about. But even without this gain, this was still a record earnings year for Dana. And our adjusted EBITDA margin was 10.8% for the quarter, 70 basis points higher than 2011 and in line with the preliminary results that we gave last month at the Detroit Auto Show. This strong margin performance, which also represents a record high for us, is a direct result of the actions we have taken to improve the business and to respond quickly to the changing market dynamics. That is, reducing costs and improving efficiencies in all areas of the business. At the same time, we were able to generate continued strong free cash flow of $325 million, another record for Dana. This ability to generate cash has allowed us to make $150 million voluntary contribution to our pension plans at the beginning of 2012, initiate a common dividend and also launch a common stock repurchase program last year. All of these actions show our confidence in the company and our commitment to delivering value through our shareholders. Turning to Slide 5, we have a look at our business by market and by region. This diversification allows us to manage volatility and leverage our products and technologies across more applications around the world. Our regional sales mix continues to be balanced with an expected shift in sales from South America to North America and in market mix from heavy vehicle to light vehicle, due primarily to the softness in the commercial vehicle market and the strength in the light vehicle market last year. The overall balance of the regions and the markets remains very healthy, further highlighting the unique advantage that our market and regional diversification gives us in being able to create synergies and leverage our driveline sealing and thermal management technologies. Before this leverage can happen, however, we need to bring value-creating technologies to market, and we continue to do just that. Slide 6 shows some of our latest technology introductions there on the left. Last month, we revealed Spicer PowerBoost, which is a new line of integrated hydraulic hybrid powertrain concepts for the off-highway market. This technology captures kinetic energy otherwise wasted throughout the drivetrain and work circuits and then uses this recuperated energy to help power the vehicle. Spicer PowerBoost does not replace existing transmission technologies, but instead it is a powertrain supplement for existing transmission architectures. Spicer PowerBoost can reduce fuel consumption by up to 40% compared with traditional drivetrain concepts, depending on the vocational application and duty cycle. But it also helps improve productivity, and it lowers ownership and operating costs. Spicer PowerBoost is ideal for applications with short and medium life cycles that can recuperate a great deal of breaking and working energy. For instance, vehicles like front-end loaders and material handling machines would be examples of these. This system truly fits with our vision that we introduced last March at the Analyst Technology Roadshow, which is to be the global technology leader in efficient power conveyance and energy management solutions. PowerBoost is all about energy management and moves us beyond being drivetrain experts and more toward total energy management solutions. This technology will be on display at bauma, the world's largest construction trade show held in Munich in April. We've also launched Spicer Rui Ma, which is a new class of transmissions and axles made in China for China to provide a quality complement to Dana's flagship Spicer brand of technology-advanced drivetrain solutions. Spicer Rui Ma drivetrain solutions offer an optimized blend of product features, performance, dependability and also cost that's demanded by most purchasers of Chinese-made construction mining and material handling equipment. Developed and produced at Dana's facility in Wuxi, China, Spicer Rui Ma drivetrain solutions offer clear technological advantages over competitive products traditionally offered to the Chinese off-highway market. Finally, our 50-50 joint venture with Bosch Rexroth has expanded the range of its new hydromechanical variable transmissions. The latest power split transmission architecture combines existing hydrostatic and powershift transmission designs. Its modular platform delivers a full suite of configuration options and software controls. Tests on the front-end loaders with Dana's Rexroth HVT power split systems demonstrate fuel savings in the drivetrain of up to 25% when compared with the same vehicle outfitted with a conventional torque converter transmission. The Dana Rexroth line of HVTs is ideal for front-end loaders, motor graders, industrial lift trucks, reach stackers and forestry skidders. So in addition to these new product introductions, you'll see on the right that we're continuing to execute our product development plan and in 2012, have begun production of the Spicer Diamond Series driveshafts, which you're all aware of; the Spicer Pro-40 Tandem Axles with SelecTTrac; and Tridem Axles for off-highway equipment in China. In fact, if you're going to join us at the Mid-American Trucking Show in Louisville next month, you'll see 3 OEMs, Kenworth, Navistar and Volvo, all exhibiting the Spicer Diamond Series in their booths. We're excited for our customers because all 3 are now offering this weight-saving driveshaft as an option. Turning to Slide 7, Dana technologies are also improving the performance and efficiency of a number of award-winning vehicles. If you plan to visit the New York Auto Show next month, you'll find Dana's innovative driveline sealing and thermal management solutions on the 2013 North American Car and Truck of the Year, the 2013 Green Car of the Year and 6 of this year's Ward's 10 Best Engines. And that's not all. Dana also provides drive axles, steer axles and drive shafts for the Kenworth T680, which just last week was named the Heavy Duty Commercial Truck of the Year. Our Spicer Diamond Series driveshaft is an option for this vehicle. In fact, this is the vehicle that we'll be featuring at the option at the Mid-American Trucking Show. The products on these top engines and vehicles help to improve durability and performance. They also reduce emissions and oil consumption and decrease the part count and weight and also enhance the installation flexibility to provide enhanced value for our customers. While it's an honor to be present on some of the world's most appealing vehicles and engines, many of our customers are also marketing the fact that products from Dana are a selling advantage for them. On Slide 8, you'll see the Jeep Wrangler for instance. As you may know, we've been supplying axles and driveshafts for this workhorse for 72 consecutive years, and Jeep has long promoted that the Wrangler comes equipped with next-generation Dana 44 heavy duty rear axles and next-generation Dana 30 solid front axles. Maybe that's why 14 million users of the eBay Motors website from around the world selected Dana as the best brand of axles for the 4x4 off-roading category for the second year in a row. And when Chrysler introduced its Ram 1500, again the Truck of the Year, it called out Dana's new thermal management system that dramatically reduces warm-up time for the transmission. So improving fuel economy, drivability and shift quality. In an ad for the Toyota Tundra, our Spicer driveshaft is featured when the pickup truck begins towing the 145-ton Space Shuttle Endeavor through the streets of Los Angeles. That's a lot of torque. This driveshaft design provided the foundation for the later development of our Diamond Series driveshaft. In the commercial vehicle segment, Oshkosh markets that its Heavy Expanded Mobility Tactical Truck military vehicles are equipped with Dana drive axles, as does truck maker capacity. And finally, XGMA, one of the largest construction machine manufacturers in China, publicizes the use of Spicer transmissions in its front-end loaders. These transmissions are especially appealing to XGMA's export customers for their consistent reliability and robust performance record. This photo shows our transmission that was taken at the bauma China Trade Show in November. So turning to Slide 9, you'll see that customers are also recognizing Dana for exceptional quality, the results of our employees' tremendous dedication to manufacturing excellence. As a company, we finished 2012 with record quality performance. Some of the many accolades we received include: Supplier Quality Excellence Awards from General Motors, presented to 4 of our Power Technologies facilities; an award for high customer satisfaction from Steinbas Foundation presented to our sealing aftermarket in Germany for outstanding delivery performance and top quality; recognition from John Deere for 0 defects at our facility in Wuxi, China; and recognition of our Venezuelan operations by both Ford and General Motors. All of this speaks to terrific execution by our people around the world, and I want to take this opportunity to recognize and to thank them for achieving these remarkable results. These collective efforts are helping us to win new business. And on Slide 10, we detailed the new business that we won in 2012. In 2012, our product teams did a fantastic job. We booked $900 million of net new business that will come on over the next 4 years. So let's be clear about what we're measuring here. This $900 million is truly new business we won last year after deducting business that will roll off over the next 4-year period. This number is just the incremental portion and does not include the replacement of existing business that we also won or may currently be bidding on. We've broken this out for you by segment and by region, and you will notice 2 things with that breakout. One, there's a net loss in off-highway. This is strictly due to a customer in-sourcing activity that we talked about in the last several calls. On a gross basis, off-highway won about $300 million of new business last year. Second, the overwhelming majority of new business was won outside of North America, with Asia-Pacific booking the biggest gains. This is the result of the investments that we've made in engineering and our footprint in the regions, and it really shows the power of our market and our regional diversification. Some specific new business wins just in the fourth quarter, and these are all conquest wins by the way, our Spicer Life Series driveshafts for the Nissan Juke; the drive axles for Kamaz, the largest commercial vehicle OEM in Russia; drive axles for Ashok Leyland dump trucks in India; and driveshafts for Agrale in South America. Slide 11 is the same as what we showed you last month, so I won't go through it line by line. But suffice to say, there are still a lot of underlying dynamics going on in almost every region of the world. A couple of points worth noting, though, are in North America where the light vehicle market overall will continue to be strong in 2013, but we'll see our light vehicle driveline sales decline a bit compared to 2012 due to the roll off of those legacy programs that we've outlined to you before. In South America, we're seeing a recovery in all the markets, including commercial vehicle. And we expect to see the benefit of the trend continuing into 2013. Finally, we see a continued weakened construction market in Europe. So going around the world, there's still volatility, but we have experienced management teams in place for each business unit focused on their business. And you have seen in the results that we've delivered that they're able to react very quickly to the dynamic changes in each region of the world. So turning to Slide 12. We shared this slide last month as well. But to summarize it again, I'm very happy with the way our organization performed in 2012. We were able to further our technology and our innovation strategy, and we began a strategic technology alliance with Fallbrook to license their continuously variable planetary gear set technology. We're using that work to also support Allison Transmission as they launch that technology in their markets. We continue the integration of our operating model, which is driving profitability and investment return throughout the organization. We continue to focus on those market-based value drivers that are going to continue to expand our margins even in light of the volatility that we're seeing in the different end markets. Some of the profitability actions that we've accomplished in 2012 include North America commercial vehicle cost efficiencies that we told you about, the productivity improvement initiatives and our pricing initiatives, as well as some material gains that we were able to make there. We completed a final wind down of the Structures business that began 3 years ago. We also exited the Driveline business for leisure and utility vehicles such as golf carts and riding lawnmowers. And finally, we also exited certain legacy programs that no longer made sense for us from a product or a profitability standpoint. We continue the margin expansion and the cash flow generation despite the volatile market environment that we find ourselves in, in almost every region of the world. And from a capital structure standpoint, we initiated several shareholder return actions. We made the $150 million voluntary contribution to our pension funding at the beginning of last year. We initiated a common dividend, and we initiated a repurchase plan for our common shares of stock. All in all, a very good year for Dana and also our shareholders. Now let me turn it over to Bill for the financials.

Thanks, Roger, and good morning, everyone. Slide 14 provides a summary of Dana's 2012 fourth quarter financial performance with a comparison to the same period a year ago. Fourth quarter sales were $1.6 billion, lower than a year ago by $286 million, or about 15%. Unfavorable currency of about $40 million, lower commercial vehicle production in both North America and South America of about $140 million and the impact of program roll-offs in our light vehicle driveline segment of about $95 million were the primary contributors to the quarter comparisons. Adjusted EBITDA for the quarter was $154 million, $29 million lower than last year. Continued cost discipline in light of the demand environment, as Roger noted, provided an offset to the impact of lower sales in the quarter, limiting the decremental margin impact to about 10%. Adjusted EBITDA margin for the quarter was 9.6%, equal to our results a year ago. Net income totaled $88 million compared to $71 million a year ago. The current quarter benefited from a release of tax valuation allowances for our Canadian and U.K. operations of $54 million, reflecting improved operating performance and profitability in both of these jurisdictions. In 2011, net income also included a similar tax benefit of $8 million for our Spain and Mexico operations. Adjusting for these benefits in both periods, net income was lower in the quarter compared to a year ago, largely driven by lower gross margin of about $18 million, reflecting the impact of lower sales and an increase in SG&A, reflecting the increased employee incentive compensation expense in the quarter, as well as certain expense benefits that were realized in 2011. Diluted adjusted EPS for the quarter was $0.38 per share compared to $0.42 in 2011, reflecting lower net income after adjusting for restructuring, certain amortization expenses and other nonrecurring items, including benefits associated with tax valuation allowance adjustments. Capital spending for the quarter was $51 million, $18 million lower compared to a year ago. Free cash flow for the quarter was $167 million, $52 million higher than a year ago, reflecting favorable working capital inflows and lower capital spending, partially offset by lower earnings exclusive of the release of tax valuation allowances. Slide 15 provides sales and segment EBITDA results for each of Dana's business units. Light vehicle driveline sales were lower by $58 million compared to a year ago. Of this decline, $95 million was due to planned program roll-offs, which were partially offset by favorable volume and mix of $37 million. Segment EBITDA of $56 million was lower than a year ago by about $6 million, and EBITDA margin for the quarter was 9%, about even with results a year ago. Commercial Vehicle Driveline sales of $425 million were lower by $150 million, or about 26% compared to a year ago. The principal drivers of the change were currency of $18 million, about $85 million related to lower demand in South America and about $52 million in North America. While sales were significantly lower on a comparative basis, EBITDA margin of 8.5% in the quarter was lower by only 170 basis points compared to the prior year as continued focus on manufacturing cost alignment within our operations partially mitigated lower sales environment. Off-highway sales of $322 million were lower than a year ago by about $66 million, of which currency accounted for $10 million. The divestiture of our leisure products business in the third quarter of this year reduced sales by about $10 million on a comparative basis. Continuing from the third quarter, off-highway experienced accelerating softness principally in the construction market heading into the end of the year, which further impacted the sales comparisons. However, adjusted EBITDA of $36 million, or 11.2% of sales, was higher by $4 million compared to a year ago, reflecting the favorable impact of pricing, materials and other cost reduction initiatives executed by our off-highway team. Power Technologies sales of $240 million in the quarter were lower than a year ago by about $10 million, about half of that changed due to currency. And adjusted EBITDA of $31 million was in line with a year ago, while margin improved by 50 basis points to 12.9%. Our full year financial results are summarized on Slide 16. For the full year 2012, sales were $7.2 billion, lower than 2011 by about $320 million. While currency reduced sales by about $322 million year-over-year during the first half of 2012, a stronger production environment provided an offset. As we've talked before, end market demand softened in the second half of the year in both the commercial vehicle market, as well as off-highway, driving lower sales. Further, on a comparative basis, increased commercial vehicle demand in South America in 2011 and the corresponding reduction in 2012 provided more difficult year-to-year comparisons. However, despite a softer top line in 2012, adjusted EBITDA ended the year at $781 million, or $16 million higher than a year ago. Continued focus on cost discipline, as well as pricing, material and other actions expanded margins by about 70 basis points during the year to end at 10.8%. Net income for 2012 was $300 million compared to $219 million in 2011. While both 2012 and 2011 results included tax benefits associated with the release of tax valuation allowances in a number of our foreign jurisdictions, 2012 represented a record net income year for Dana. Diluted adjusted EPS was $1.75 per share, improved by $0.09 from 2011. After adjusting for the $150 million voluntary contribution made to our U.S. pension plans in early 2012, free cash flow ended the year at $325 million, $151 million higher than 2011. Slide 17 provides a comparison of our sales that change by business segment, as well as the key drivers year-to-year. On the regional basis, North America increased to 47% of sales compared to 44% a year ago, reflecting growth principally in the light vehicle market. Europe remains stable on a comparable basis at about 28% of sales. South America decreased to 13% of sales compared to 18% a year ago, reflecting principally lower commercial vehicle production demand in Brazil throughout all of 2012. Asia-Pacific sales rose to 12%, reflecting the results of our continuing focus to further penetrate this important region. The chart to the bottom left highlights the change in sales by business segment, while the chart to the right highlights the key drivers of our year-to-year sales performance. Currency lowered sales by $322 million for the year and as highlighted here, impacted all of our business segment comparisons. Program roll-offs in our light vehicle business accounted for about $80 million of the year-to-year change in sales. Total volume and mix was a slight headwind of $26 million, yet commercial vehicles significantly impacted by about $230 million. Offsetting this impact was higher volume in all of our other businesses, as well as favorable pricing and material recoveries. Slide 18 provides a comparison of adjusted EBITDA for the full year. Adjusted EBITDA of $781 million was $16 million higher than the prior year as we were able to offset unfavorable currency and mix impacts within our profit improvement initiatives, pricing and material recoveries, as well as cost reduction actions throughout the company. Adjusted EBITDA margin increased to 10.8%, up from 10.1% in 2011. The second half to 2012 proved to be a challenging environment, yet our ability to flex our manufacturing operations and cost structure and adapt to the changing market allowed for margin expansion in a volatile demand environment. Similar to the sales comparisons in the previous slide, the bottom left of the slide provides a year-over-year change by business unit, and the key drivers are highlighted to the right. The impact of volume and mix lowered adjusted EBITDA for the year by about $18 million, while currency, including both transaction and translation, further reduced results by about $41 million. As we've stated before, program roll-offs reduced adjusted EBITDA by about $3 million compared to a year ago. Performance includes the impact of a material recovery, pricing and operating cost actions and was a net positive $78 million compared to a year ago, including higher raw material costs of about $50 million during the course of 2012. While our commercial vehicle business was significantly impacted by a volatile market environment, pricing and material and cost actions certainly mitigated the decremental margin impact to about 7%. Our business segment results are highlighted on the next slide. Light vehicle driveline sales were higher by $47 million compared to a year ago, although currency and program roll-offs were a combined headwind of about $146 million. Offsetting these factors were increased sales with both Chrysler and Ford during the course of the year. Segment EBITDA was $263 million, about even to a year ago, and while segment EBITDA margin for the year was 9.6%, on par with a year ago and in line with our expectations. Commercial Vehicle Driveline sales were lower by $285 million, or 13% compared to a year ago. The principal drivers of the change were currency of about $116 million and significantly lower demand in South America throughout the entire year. While sales were significantly lower, segment EBITDA margin increased for the full year by 50 basis points to end at 10.2%. This increase reflects the benefit of our price and material recovery actions, coupled with stronger North American demand experienced in the first half of 2012. Off-highway sales were lower by $51 million compared to a year ago, of which currency accounted for almost $100 million, and the divestiture of our leisure products business accounted for about $16 million. These factors were offset by increased volume and pricing and material recoveries. Adjusted EBITDA increased $23 million, or 14% when compared to last year, reflecting a flow-through of these actions, as well as all other cost reduction initiatives throughout the business. Segment EBITDA margin ended the year at 12.5%, up nearly 200 basis points compared to 2011. Power Technologies' sales were lower by about 3%, or $30 million compared to 2011. Currency accounted for about $41 million of lower sales, which was partially offset by increased volume and mix. Adjusted EBITDA was slightly down compared to a year ago, while EBITDA margin performance improved by 20 basis points to end the year at 13.5%. Our free cash flow performance is highlighted on Slide 20. For 2012, Dana generated free cash flow of $175 million, including the $150 million voluntary pension contribution to the U.S. plans. Adjusting for this voluntary contribution, free cash flow is $325 million for 2012, almost double last year's performance. Working capital was a slight use of $10 million for the year, representing $164 million improvement over 2011. Both lower volumes in the latter part of 2012, as well as increased efforts on receivables and inventory management contributed to this improvement. Capital spending was $164 million, $32 million lower than a year ago as we brought investment in line with the volume environment and continued to find ways to improve the utilization of our installed capacity. Cash interest payments were $64 million in 2012, $23 million higher than last year, which reflected the timing of interest payments post the refinancing activities we successfully completed in early 2011. Cash taxes were about $98 million, $27 million higher than a year ago, reflecting both improved profitability in a number of our foreign jurisdictions, as well as timing of estimated payments. Restructuring cash outflows totaled $41 million in 2012, $36 million lower than a year ago as we continue to work down our restructuring activities. Net pension contributions for the year were $221 million, including obviously the $150 million voluntary contribution to the U.S. plans. Strong cash flow generation continues to be a driving force behind our ability to both continue to invest in the business and new technology while executing increasing shareholder return initiatives. 2012 represents Dana's third straight year of generating positive free cash flow, and we expect to continue to deliver positive performance into 2013. Slide 22 highlights cash and liquidity at the end of 2012. Total cash on hand, including marketable security of $60 million, was $1.1 billion. And when compared to total outstanding debt of $904 million, we ended 2012 in a net cash position of $215 million. At the end of December, total liquidity stood at $1.4 billion, including $340 million of availability under our U.S. and European credit facilities. Given the strength of our balance sheet combined with our cash flow generation, we were favorably positioned to continue to invest and grow our business on increasing capital return to our shareholders. In 2012, cash dividends to our shareholders totaled about $60 million, and we repurchased 15 million of common stock under our share repurchase program that was announced at the end of last October. This program allows Dana to repurchase up to 250 million of common shares outstanding over 2 years, and we will continue to exercise this program in a measured approach. I would like to go back to Slide 21 and go through our tax positions for Dana. I'm sure you're all looking forward to this discussion. As mentioned previously, in the fourth quarter of 2012, we released $54 million of deferred income tax valuation allowances based on our continuing operating improvement in both Canada and the U.K. This certainly is a positive development and reflects the company's continuing efforts to increase profitability across all operations and all regions. If you were to adjust for these tax benefits, our 2012 GAAP effective tax rate would have been about 29% compared to 14%, which certainly is more reflective of our overall and ongoing effective rate based on the jurisdictions we operate in. On the cash front, our cash tax rate was about 31% of income from continuing operations before income taxes and after adjusting for nonrecurring tax refunds received during the course of 2012. Based on the improving profitability of our U.S. operations as well, both over the last 3 years as well as our future outlook, we believe it is reasonably possible that valuation allowances against our U.S. deferred tax assets in excess of $800 million will be released in 2013. For 2013, we would expect our U.S. GAAP tax rate to be about 27%, excluding the effect of any release of our U.S. tax valuation allowances. And in the event we were to release these valuation allowances, we would expect our U.S. GAAP tax rate to be more in line with the U.S. corporate rate post-2013. And finally, we expect our 2013 cash rate to be about 13% of income from continuing operations. Moving to Slide 23. This slide highlights our 2013 financial targets, which remained unchanged from those that we highlighted in the latter part of January in connection with the North American International Auto Show. We expect sales to be about $7.1 billion for 2013, slightly lower than 2012. We expect adjusted EBITDA to be in the range of $800 million to $820 million, or about a 3% to 5% increase over our 2012 results, resulting in improved margin of about 11.4% for the year. We expect margin growth as a result of our continued efforts to execute upon controllable cost and other profitability levers across each of our business segments despite a neutral sales environment. We expect diluted adjusted EPS to be in the range of $1.88 to $1.95 for 2013 and should note that this performance excludes the impact of any future exercise of our share repurchase program. While we expect some increase in capital spending in 2013, free cash flow will continue to remain strong in the range of $240 million and $260 million for the full year. We've also provided further insight into a number of our key free cash flow performance assumptions for the coming year at the bottom of this slide. Cash taxes are forecasted to increase as a result of both increased income in certain foreign jurisdictions, as well as the impact of tax refunds we received in 2012. Pension funding will be about $60 million, including about $40 million directed to our U.S. plans, with the remainder to various unfunded international plans. And restructuring cash will be in line with last year as we continue the execution of our operating plan. And finally, on Slide 24, as we look at 2013 by business segment, although sales are expected to be lower than 2012, we expect an increase in segment EBITDA margins across each of the businesses. We expect 2013 sales for light vehicle driveline and off-highway to be lower than 2012, reflecting the impact of program roll-offs in LV, offsetting expected production growth and the divestiture of leisure products and an in-sourcing action by one of our customers, lowering off-highway sales. For Commercial Vehicle and Power Technologies, we expect 2013 sales to be higher when compared to 2012, reflecting an expected recovery of Brazil commercial vehicle production and a slightly stronger overall volume and mix environment, favorably impacting Power Technologies. On the EBITDA front, we continue to focus our efforts on actioning those levers that we control to improve the profit profile of the business. We expect favorable volume and mix within the businesses, as well as our net cost performance, to more than offset the impact of divestitures and program roll-offs to both increase our absolute dollar and margin performance for 2013. And with that, I want to thank you for the time. And now we'd like to turn the call over to the operator for any questions.

[Operator Instructions] Your first question comes from the line of Patrick Nolan with Deutsche Bank.

Two questions. First, on the buyback. Could you give us some indication of what you expect, how you expect the remaining 235 on the authorization to be spread over the next 2 years? And second, on the backlog, can you just help us weigh out how that backlog rolls out over the next 4 years? I assume 2013 is actually slightly negative because of the roll-offs in off-highway?

Yes. Yes, Patrick, it's Bill. Let me first speak to the share repurchase program. As you know here, we commenced execution under that program shortly after late October. Once the program was approved, moved through the year, we continue to move in the -- into 2013, executing under the parameters of the program as authorized by our Board of Directors. The tenor of that program is 2 years, and we obviously will continue to execute upon those parameters. But at the same time, as 2013 unfolds, we certainly may have an opportunity to continue to refine that program moving forward. With respect to new business that we've outlined for you here, if you think about it, 2013 probably is a slight headwind with respect to program roll-offs. But the program roll-offs are not reflected in this number. But if you think about some of the in-sourcing actions that we experienced, in particular the customer in off-highway, the new business will flow to the latter part of the 4-year outlook that we've put out. 2013, as you know from our sales comparisons year-to-year, slightly down largely due to the LV program roll-offs, as well as -- due to some off-highway in-sourcing actions. So this is going to be basically moving forward 2015, 2016, where we see that net new business moving into the top line.

Got it. And second, just a follow-up on the backlog. It seems like -- I mean, the off-highway portion, the losses there, that explains why that underperformed as a percentage of the backlog relative to your current sales. But what about in the on-highway portion? It seems to be relatively -- it seems smaller than your current breakdown of sales.

The on-highway portion being the LV?

You mean the LV section?

The commercial vehicle, the 220. It seems a bit lower as a percentage of the backlog relative to your current sales mix.

Oh, I think that's just normal course as to when programs are available to us to compete with, if you will, from a bidding perspective. We're not certainly concerned about that type of percentage. We think we're doing very well actually in the marketplace with respect to the commercial vehicle opportunities. So again, it may be light from a percentage in a particular year, just being 2012. But I think as we move forward, we're very confident in our capability in that end market with respect to both our manufacturing base, as well as our technology that we're placing in the markets. So again, I don't think it's anything that is peculiar to us, at least with respect to the opportunities that were available.

Yes. That's right, Patrick. This is Roger. As Bill said, that cadence, there's nothing unusual -- or no underlying dynamics that are unusual in that cadence. It's the normal course of when programs are available, when programs are awarded and when new programs come online.

Your next question comes from the line of Tim Denoyer with Wolfe Trahan. Timothy J. Denoyer - Wolfe Trahan & Co.: One more question on the backlog quickly. In terms of the margin profile, given the segment mix with the light vehicles as the lowest-margin business being the biggest piece of the backlog and off-highway coming down as one of the higher-margin businesses, can you talk about the margin profile of the new business? I mean, I'm guessing it's going to be higher margins than average, but is it enough to offset that segment mix?

I think the -- Tim, this is Bill Quigley. I think, with respect to the distribution of new business, to your point, being somewhat heavily weighted to LV, at least for 2012, make no doubt about it, I think you've seen the improvements that have been made in the light vehicle driveline business over time. And certainly, our expectation is that margin profile will continue and that, in fact, this net new business will further fuel an opportunity moving forward into the future from a margin perspective. With respect to the other distributions, PTG and CV obviously making up the pie chart here, given the margin profile as well as businesses as well, we think this does actually move us forward on that margin profile over the next several years as we continue to improve the businesses. We don't look at the LV business being a negative in that environment, rather, a positive as we continue to work within the business unit from an efficiency perspective, as well as obviously from technology that is being introduced into that business.

Yes, Tim. This is Roger. I -- just to reflect a little to what Bill was saying there, the combination of the efficiencies and the productivity gains and the work on the materials side of the business that our management teams in each one of these segments have done are improving the cost picture, if you will, in each segment. And the other side of the growth profile, in terms of the top-end value creation, as we have maintained, we focus on those market value drivers and put our technology investments in that side of the business. So as our folks in each one of the businesses are winning new business out there, they're really targeting the value that they're able to create for the customers, and the margin expansion is coming from both sides of that. So the mix of the new business around that pie chart is not -- I mean, that mix could be almost anything and still support the margin expansion of the business because each one of the 4 businesses are on the right track. Timothy J. Denoyer - Wolfe Trahan & Co.: And one question on, just a more detail-oriented one, on Venezuela. With the devaluation of the currency, did that have any impact on guidance? Is that something that you guys had sort of included in your January guidance in general? I know that happened more recently.

Yes, Tim. We recently contemplated that type of devaluation in Venezuela. It was included in our guidance. And obviously, the flow of the devaluation and then the recovery will certainly impact quarters. But the overall, for the full year 2013 of that devaluation, of that magnitude, was contemplated in our 2013 financial guidance.

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

I would like to talk a bit about capital allocation and use of cash. A few things. Just a housekeeping, about how much of the cash is U.S. domicile versus offshore?

Brian, our U.S. -- this is Bill Quigley. I'm sorry. We missed the latter part of that.

Oh. For your current cash balance, how much is in the U.S. versus in offshore non-U.S. entities that you'd have to use up some of your NOLs if you were to repatriate?

Ah, got you. We'll talk about it from a North American perspective. Of the $1.35 billion, which is before the marketable securities, about $450 million is resident in North America. So that includes obviously U.S., Mexico and Canada. So again, a pretty significant portion of the cash is within the Americas. And then Europe would be the second largest cash position for Dana.

Okay. And within that -- so you could cover the $250 million from current North American domicile cash. As we think beyond the $250 million and about the cash on the balance sheet, I guess a couple of questions. One, do you have a target leverage ratio in mind? Two, to the extent that you're below that or will earn your way below that, where do you plan on putting the extra cash to use? Where are you in terms of bolt-on acquisitions versus CapEx, versus the potential for either increases in dividends or share repurchases?

Sure, Brian. It's Bill again. With respect to...

[indiscernible] preferred is in there as well.

Of course. They're all shareholders at the end of the day. With respect to -- we've had a lot of discussion about this, even going back to January, the Deutsche Bank conference. We've set up a number of channels with respect to shareholder return, one being obviously the implementation of the common dividend on the common shareholders, the announcement of the share repurchase. We've commented a number of times that this was a step-in, a measured step approach with respect to deployment of capital. And then obviously, we'll continue to invest in the business. With respect to investment in the business, you can see our capital investment highlights here, as well as from an inorganic opportunity, we certainly look to bolstering actions as available and within reason to continue to action, if you will, our 3 core competencies moving forward. With respect to target leverage, while the company certainly can take on additional leverage, it's got to be for the right reason with respect to inorganic opportunities. But at the same time, from a target perspective, we certainly could take on additional leverage as we move forward. Given the cash flow generation of the business, given the balance sheet as currently structured, the actions that we have underway, we continue to evaluate all alternatives available to us with respect to both shareholder return initiatives, as well as opportunities to continue to move the business forward and to continue to generate higher returns ultimately for the shareholders. So with respect to where we can go with this, we certainly have set up channels to allow for incremental returns to the shareholders. And as we move forward into 2013, we're going to continue to evaluate how we best do that in light of our business objectives to grow the business, as well as our objectives to increase shareholder value over time.

And does the -- within the $250 million, I assume that doesn't include whatever steps you might take, vis-à-vis the [indiscernible]

You're fading away.

Brian, we can barely hear you.

I'm sorry. Does the $250 million current authorization -- is that meant to cover anything you might do with the convertible preferred shares? Or would that be a separate authorization and decision?

Yes. That share repurchase was a common share repurchase program.

Your next question comes from the line of John Murphy with Bank of America Merrill Lynch. Your next question comes from the line of Joe Spak with RBC Capital Markets.

I guess just following on -- a little bit on the preferred. I mean, I think they become convertible at your option this year. Obviously the -- I don't think the share price is there yet. But if it were to move there, is that something you'd consider? Or is there -- are there some actions you could take even if the share price doesn't reach there this year?

Yes. To your point -- I mean -- I think it's post-January -- this month actually, there is a conversion feature we can mandate, if you will, if the stock is at $22, $24 or so for 20 consecutive days. So certainly, that would be an event -- from our perspective, to move the stock in that environment would be a positive. With respect to -- absent that, are there opportunities available to us with respect to the preferreds? Again, it's all part of the capital allocation discussion that we just spoke of with Brian on how we could move forward to address the capital structure in total. So we don't exclude the preferreds out of our thought process and/or alternatives that we evaluate. But certainly, we would think, in the best interest, getting that stock price above $22 and having a normal conversion would be a great benefit for Dana.

Yes, Joe. This is Roger. Just to reflect on that a little bit, as Bill had mentioned, we evaluate continuously a number of options that are available to us in that regard. But in every evaluation, it is the holistic approach to all of our shareholders that we make sure that we're looking out for when we look at those options. So I would say there's no option off the table. And whatever option we end up exercising at some point in time will be one that is beneficial for all of our shareholders.

Okay, great. And if I could ask one more question on the backlog, does that include any additional business from the DDAC JV? Or is that a consolidated revenue figure?

Yes. This is a consolidated revenue figure. So it would exclude any wins, if you will, with respect to our DDAC operations.

Okay. And then just -- on the decremental margins that you mentioned this quarter, I mean, is that sort of the right run rate we should think about here, especially in the first half as volumes continue to be weak? Or are there -- is management to that sort of level? Or is there still a little bit more you can do, I guess, specifically in off-highway, where it looks like pricing was still a positive this quarter?

Yes. I think -- and we appreciate the observation with respect to, I think, the good work that was done across all the business units with respect to managing that decremental. I think as we move forward into 2013, is that the right number? We're pleased with that number. But I think depending on the business and the -- obviously, we have different margin profiles for each business, and that number could be more severe, if you will, depending on what business it is, or lessened by a particular mix of another business. But in general, we've talked about contribution margin impacts of anywhere from 15% to 20%. I think there was a significant amount of work done in the fourth quarter in anticipation of some of the end market environments that we were operating in. We had expected that we were able to really offset the decremental sales, posting up the margin result that we did have. So long-winded, 15% to 20% contribution margin has been somewhat of our position with respect to a consolidated level. Certainly, good performance in the fourth quarter, but I wouldn't set that necessarily as the floor.

Your next question comes from the line of John Lovallo with Bank of America Merrill Lynch.

Sorry about the mix up there with John Murphy. That was my fault. I apologize.

No, that's okay.

Just -- first question would be on -- given some -- the softness clearly in the commercial vehicle side. I was wondering if you could give us an idea of capacity utilization levels perhaps by region in that business.

Well, we'll give it a try. That's a really difficult question as -- we've been asked that a number of times across our business segments. And because our -- the product portfolio, if you will, in each one of the segments is varied from relatively low dollar items to sometimes relatively really high-dollar items, it's difficult to answer that. So from a capacity utilization standpoint, same as the different products in there, we have different levels of capacity in the plants. So as you know, the volatility in the industry, especially in North America last year, was pretty severe. We started the year at about a 310,000 run rate and ended the year at about a 231,000 run rate, and we expect this year to kind of reverse that trend throughout this year. And we were able to meet the demand in the beginning of the year last year, and our folks did a really, really nice job of making sure they held the decrementals on the way down through the demand at the end of the year. So we can't really give you a number on that because it's a bit difficult to mention. But suffice to say, that we were able to meet the demand at the pretty high levels at the beginning of last year, and we anticipate being able to do that again. We hope they come back as soon as possible. Mark Wallace, do you have any further light on that?

No. John, I think we've talked about this in the past. Back in 2011 and 2012, we were able to support our customers' significant increases in demand, both from an assembly plant standpoint, as well as our vertically integrated platforms and our supply networks. So we stand ready and prepared what we believe to be obviously an improvement this year over last year in volume, but it is very challenging to give you one specific number to cover all the capacities we have globally.

Okay. That's helpful, guys. If I could just ask one more here, how are you thinking about potential cash dividends in DDAC in 2013?

Oh, I think from a -- this is Bill. Certainly, the market in China was certainly not favorable for DDAC as well as any other competitor with respect to the builds there. I think as we look to 2013 -- much work was done on a much lower sales environment in 2012 to lean out the cost structure there as much as possible. But as we look to 2013, it's more of continuing the cost initiatives that we have, working with our partner there, as well as looking for somewhat of a recovery in 2013. But we're not calling anything really significant to date as we look to the market. So from a dividend perspective, that probably wouldn't be our first priority in 2013, rather, continue to improve the operations. So that business, much like our businesses at Dana from a consolidated perspective, can be as flexible as possible in a pretty volatile demand environment. So I wouldn't look to forecast any type of cash dividends, if you will, from DDAC in 2013.

Your next question comes from the line of Peter Nesvold with Jefferies. H. Peter Nesvold - Jefferies & Company, Inc., Research Division: Can you talk maybe a little about what the order board looks like right now in CV for 1Q, particularly in North America? And is there anything -- I mean, I guess I'm looking at this as potentially the most volatile quarter for the year in CV, assuming we start to see the orders pick up midyear. And is there anything in particular that you're doing differently this quarter to perhaps accommodate that volatility?

Yes. Thanks, Peter. This is Roger again. As I just mentioned in the last question, the slope of the 2012 demand in North America specifically went all the way from about 310,000 in the first quarter down to 231,000 in the fourth quarter from a run rate perspective on a quarterly basis, and we expect this year to kind of reverse that trend and trend back up. In the first quarter, we've seen just that expectation as we laid it out to you, and we do have a sense that things are picking up. Our customers are telling us that their quoting activity is ramping up dramatically, and they're seeing some of that come in. We haven't changed anything from the way that we are running the operations right now. Because until we actually see the releases, we won't be ramping anything up there dramatically. But we do expect to see that. So if you think about 2012 and 2013 as kind of like a bowl shaped, kind of sloping down in 2012 and sloping back up in 2013, that's kind of how we would expect the rest of the year to unfold. H. Peter Nesvold - Jefferies & Company, Inc., Research Division: Yes, it's okay. Yes, it sounds like I missed some preceding comments there. And my -- a follow-up question. The Volvo-Dongfeng tie-up that happened 1 month or 2 ago, can you maybe just speak to some of the opportunities there? I mean, Volvo, I guess historically in Europe, has been more levered towards Maretour [ph]. But clearly, you have a relationship with Dongfeng. Are there any supply agreements that are sort of in place already? What are the other opportunities as you look forward?

Yes. No agreements that are in place as of yet, but we are pretty excited about the tie-up that has happened there because we think that we have products of value that are going to be able to help that relationship as we move forward and certainly in the local market there in China. But Dongfeng also has reach outside of China, and we're optimistic that we'll have opportunities available to us.

Your next question comes from the line of Patrick Archambault with Goldman Sachs.

I guess just building on one of the last questions there, your guidance has about 60 bps of margin improvement and for the -- on a full year basis. Wanted to just get a better sense of how the cadence of that is, because I think, to the answer you just gave, you're probably going to have sort of steeper volume headwinds in the first half relative to the second half, or may be just be harder to expand margins despite all the segment cost performance you've got. So maybe just a little bit of color on how that calendar works out would be helpful.

Yes, Patrick. Thanks. This is Roger. We would expect the cadence of that improvement to follow exactly what you had just mentioned. We see that progressing throughout the year in terms of better production environment, if you will. And because of the way our operations are being run, our folks, again -- I'm impressed with the job that they've been able to do to variable-ize that business and hold those decrementals. And because of that, they are going to be able to perform as the production environment improves throughout the year. So again, it would -- should follow, I think, the path that we just laid out on the sales side.

Okay. And one -- it was touched on, and excuse me if I missed it, but on the buyback cadence -- again, you might have said it in one of your earlier answers, is there kind of a '13, '14 kind of split that we're thinking about? Because it is -- I guess the October was a -- the announcement was a 2-year program, right?

Yes. Correct. It was a -- Patrick, it's Bill. It was a 2-year program. We've not necessarily provided the flows on how we looked at that. We're certainly going to continue to execute in the marketplace from an opportunistic perspective, but we certainly started in a very measured manner and we'll continue to do that and execute that into 2013. But we're not providing any type of absolute cash flow impact over the 2-year period.

Okay, understood. And one last housekeeping one, if I may, just on Venezuela. I know it's probably just a tiny thing, but it -- from other companies that have dealt with the same thing, it seems like there's 2 impacts. Right? Like a translation impact that's onetime, and an ongoing impact as you're repatriating profits at a lower rate. Is there -- can you give us a sense of the kind of the split of those 2 things? And is the onetime translation going to be a special charge? Or just how are you thinking of taking that?

Yes. Patrick, it's Bill again. Certainly, one of the questions was, have we contemplated it in our guidance. We certainly did, the devaluation for Venezuela. With respect to -- there are 2 impacts to your point. There's a translation impact. So from a net monetary position, we'll have a charge in the first quarter. And then on an ongoing basis, from an inflation perspective or just translation again in our earnings, there'll be an impact as we move forward. Both of those impacts, though, we will work to and continue to work to recover with respect to customer arrangements and discussions. So from that perspective, one, was contemplated in our guidance. Two is we've got recovery initiatives in place with respect to, over time during the course of 2013, to mute the impact. To your point, though, it's probably, without providing numbers because we're still going through all of the rules that were put into place with respect to this devaluation -- but it'd probably be about -- given our net assets there, probably a 50-50 split in the first quarter as we move forward.

Your final question comes from the line of Brett Hoselton with KeyBanc.

Bill, I was hoping you could humor me by allowing me to run through a little math here and then help me out with this. So my belief is that a 1x net leverage ratio is a very conservative net leverage ratio even for a cyclical business. You had generated $781 million in EBITDA, you got $215 million of current net cash. So if I take $781 million times 1 plus $215 million, I end up with nearly $1 billion of what I would consider to be available -- or capacity let's say, borrowing capacity. You're going to generate nexus of $250 million in free cash flow each year over the next 2 years, probably more in 2014 because you don't do the restructuring or pension as -- maybe to the degree. So adding another $500 million, I've got kind of $1.5 billion of cash. There's a lot. And I think what everybody is kind of grappling with here on the call is, what are you going to do with that? That's a lot of cash. I mean, are you expecting to do a transformational acquisition? Or should we anticipate that, gosh, a lot of that is going to come your way in the form of some sort of -- whether it be a dividend, share repurchase or something along those lines.

Yes, I think your math is -- certainly, I would never question your math, Brett, as you laid it out. And that's taking the 2014 with respect to free cash flow. But certainly, into 2013, our forecast of $240 million to $260 million certainly would result in an increase in cash balance. And I think as we've moved forward since late October, we've continued to look at the capital structure. We continue to look at investment opportunities that we may have with respect to inorganic opportunities. Those will kind of come and go. I don't believe at this point in time we would look to any type of transformational approach with respect to Dana. I think we've been very focused on continuing to look for opportunities to bolster the 3 core competencies that we take to the market, that being driveline, sealing and thermal. I think we're sticking to that principle here in the near term. So by default, from a shareholder perspective, we believe we'll continue to be in a position to evaluate and return capital, if you will, to the shareholders. Timing, form and amount, I think that's something -- as we unfold 2013, we'll continue to evaluate how we should look to do that. But your math is impeccable.

You're obviously a very experienced CFO. And so as you kind of take a step back and you evaluate a company like a Dana, and I'm not saying this is your target, but what do you think is a reasonable net leverage ratio for a company like a Dana or any other auto -- or commercial vehicle supplier?

It will only be my opinion with respect to other commercial vehicle suppliers or other competitors. But I think from the perspective of Dana, given the business units and the markets that we participate in, putting a bright line number out there, things can change but, at the same time, looking at the capability of the company from a cash flow perspective. Certainly, I think one of the other questions was does a 2 turn make some sense? I think the company can certainly handle that type of leverage, but it's a leverage to ensure that we're moving forward. So I wouldn't comment on what other peers or other suppliers should be targeting or not. But certainly, the company can obviously take on additional leverage.

And then, Roger, with regards to the new business backlog, thank you very much for publishing that. So it looks like over the next 4 years, you're basically thinking, "Look, we can drive a CAGR kind of in a flat production environment of around 3%." And I think that is pretty consistent with what you've been saying. Is that -- is my interpretation correct there?

Yes. I think that's correct, Brett. We've done a lot of work in the last couple of years to bolster the foundation here in terms of the technology offerings and correlating them to the value being created. And our customers are beginning to recognize those, and the activity that we have on the new business side of the business has been increasing for us. But for the current results that we reported here today, that is correct.

And then net net, the impact on margins, the impression I got talking with you over the past 6 months to 9 months has been that generally speaking, this net new business backlog should be accretive to margins. Is that a fair statement?

Very fair.

And then finally, as we think about it -- I mean, 4 years is a long time and -- at least for my cat. And as I think about that out-years, is there a possibility that we could see some upside to those numbers? I mean, is there some contracts that you're still bidding on that could add to that number? Or is the $900 million probably kind of in the ballpark of what you are really likely to realize?

Well, there's always a possibility. And as I said, the activity that we see is pretty good. We're really excited about the activity that we see out there. But there's always changes, gives and takes throughout the time period. But we're optimistic, and we want to provide a number to you that you can rely on. And that's the number that we've provided here. But there's certainly opportunity for us to do further than that as we move forward.

Thank you. I'd now like to turn the call back over to Mr. Roger Wood for any closing remarks.

Okay. Well, I just want to take a second and thank everyone. We're really excited about what we were able to deliver in 2012. We're super excited about 2013 and continuing the trend to performance and delivering on what we've committed to the outside. And I just want to thank you for your support, and we'll talk to you again soon. Thank you.

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