Thanks, everybody, for settling in. We actually appreciate everybody sitting down, ready to go here. Next up, we have American Axle. We're very happy to have David Dauch, Chairman and CEO, and Chris May, CFO. Thanks, guys, for joining today. I mean, for those of you that are not that familiar with American Axle, it's one of the leading global suppliers of driveline and powertrain technology to the auto industry. It's heavily exposed here in North America. They're working on that, and that's been a project that's been underway for quite some time and making progress. Currently in the middle of the acquisition of Dowlais, and I'm pretty sure I pronounced that correctly for the moment, that will help diversify them geographically and from a customer and product standpoint as we work through this. There is a lot still to come here, and there is a lot that is going on at the company right now. We really appreciate you guys taking the time because I know you are very busy, not just because of that transaction, but also because of everything that is going on in the industry. Thanks, guys. Thanks so much for the time. Hopefully, you guys learned some stuff from the questions we asked. Hopefully, we can help you out a little bit here too. Thank you very much for the time. Maybe to kick off, David, if you want to make some opening comments before we get into questions, that might be a good start. Yeah, sure. First of all, good afternoon to everyone, and thanks for being here with us today. Chris and I are honored to be with you. It's been a while since we've had a chance to address everyone in regards to what's taking place in our business. It's a pleasure, like I said, to be with you. We finished 2024 very strong from a financial performance standpoint. We're very pleased with how the year wrapped up last year. On an independent, standalone basis, we guided the street. We expect another solid year this year. This was prior to any of the tariff discussion that's going on. I'm glad you got all those discussions out this morning so we don't have to talk about them this afternoon. Happy to talk about them in all seriousness. In January, January 29 specifically, we announced the strategic combination with the Dowlais organization, or what was previously known as the old GKN Automotive and GKN Powder Metallurgy business. We finished last year at about $6.1 billion in sales. They are approximately a $6 billion business as well. The only driveline product that we do not manufacture is side shafts, as they call it. We call it half shafts here in the U.S. At the same time, they have a metal forming business, much like we do, but theirs is powdered metal. Ours is steel forgings, powdered metal, and ferrous and non-ferrous castings. Both their businesses are very complementary to our business. This business will allow us to get size and scale. We want size and scale, especially during uncertain markets and the things that we're going through and experiencing right now as an industry and as an organization because we can better weather the storm. We get a lot of diversification here. Customer-wise, GM will go from approximately 40% of our business to about 25% of the business, but we'll also strengthen the relationships with the Toyotas, the Volkswagens, the other European and Asian manufacturers, and there's cross-selling opportunities that go with that. We get the diversification in regards to we're heavily concentrated, as John just said, in North America at around 73%. This will take us down to around 55%-57%. We'll increase our penetration in Europe, which is not a bad thing. Some people think that it is, but in our case, we don't think it is. Dowlais has been doing a lot of restructuring in Europe the last couple of years. We're going to time this thing perfectly. We'll realize a lot of the benefits of their restructuring and see the cash generation that will positively contribute to the combined business on a go-forward basis. They also have a very strong joint venture in China that we'll be able to benefit from. We have a good presence in China, but their strategy, much like our strategy, is China for China. The other thing for us in both our organizations, we want to try to buy and build local to mitigate or minimize any tariff exposure. We had a very minimal impact back in 2017, 2018 when Trump was first in office. We're obviously dealing with the issues that are out there today. On the tariff side of things, what I will say is that we buy all of our steel and our aluminum locally here in the U.S., so we have not had any impact with respect to the current tariffs that are in place. You saw on April the 3rd, he gave the auto industry more time from a parts supply standpoint until the May 3rd period of time. Clearly, the vehicles have been taxed. 80% of what we do in Mexico gets consumed in Mexico into vehicles there. The OEMs would have that responsibility. 20% of that comes across the border that we would have some exposure to. All of our parts are USMCA compliant, or the majority of our parts are USMCA compliant. Those that are not, we are working to identify what it would take to be USMCA compliant. On April the 3rd, he also indicated that he may want to look at just giving credit for U.S. content only, which then means we just need to back that out, and then we would be subject to tariffs with respect to the non-U.S. content that's in the vehicles. We are doing all those analyses right now. I think when it's all said and done, level heads will prevail. I think Trump has used this as a solid negotiating tool for him to bring a lot of countries to the table to address the imbalance that exists in trade. At the same time, he wants to reopen the USMCA agreement to get more U.S. content. What he's really looking to do is promote more American manufacturing and more American jobs. As long as everyone understands that big picture and understands that this can't continue on for an extended period of time, the supply base is very fragile and has had to be propped up in previous years. It only takes one supplier to screw up the whole chain. We're already starting to see some of those bumps take place, and we'll see what happens on a go-forward basis. We've weathered the storm for 30 years as a company. We've addressed a lot of challenging issues. This is just another issue as far as that we need to tackle and that we need to deal with. More importantly to us is we're really focused heavily on the integration and the acquisition of Dowlais. All of our banking agreements and credit facilities are in place as far as the financing for the deal. We've turned in all the antitrust documents for the deal with the exception of one country, which we'll have done by the end of the month here. We expect the deal to close in the fourth quarter, no later than year-end. That's positive for us. We've already cleared U.S. antitrust assessments, so that's a real positive as well. There's tremendous synergies to be realized over $300 million. We went through a very arduous and rigorous process to identify the $300 million, much different than what we've ever done in a number of acquisitions that we've done in our 30-year history as a company. It was a tough process to go through where we not only had to identify the suggestion, but explain why we were recommending the suggestion, where we've done it in the past, put justification and substantiation behind it. Based on that, the auditor gave us a score and discounted that score based on the ability either to implement it or the confidence level that they saw associated with it. Because of the U.K. law, we were not able to visit the factory, so many of our operating synergies were discounted heavily to the tune of a 75% discount. We think there's some upside potential to that $300 million that we identified publicly. We feel very confident we can deliver that. Every acquisition that we've done in our history of our company, we've been able to meet or beat the synergies that we've committed to as an organization. To us, we really see the future as being extremely bright. You're bringing two strong companies together. It's not like Dowlais is a stressed company or distressed company. They're a very well-run company. Together, I think we can run even better. At the same time, there is tremendous value creation opportunity that goes with it. I think it will open up a different playbook for us from an American Axle standpoint. With that, I'll turn it back to you, John. As far as efficiency, I understand that American Axle is incredibly efficient. I think David just packed in the first eight. I mean, it's the most content we've seen in intensity. We appreciate that opening. That's actually incredibly helpful. Thank you. Really helpful. Okay, I got a few questions left though still. On tariffs, obviously, there's a lot of direct and indirect stuff we can talk about. The indirect one that I think a lot of people are concerned about is the potential for industry volumes to be down or potentially even hammered as a result of this, more from the automaker side as opposed to what you guys may or may not be directly exposed to. You could just remind us sort of your playbook of, let's see, industry's down 10%, 20%, as much as 30%, I think is more the draconian views of this stuff. How you guys have reacted to that in the past, how you react to it now, what may have changed, lessons learned, but really sort of that indirect, which could be a big one, macro impact. Yeah. Do you want to take first, David? Yeah, sure. What I'll tell you, John, is this question is a question, quite frankly, in the auto space. It's a cyclical industry we deal with each and every year as we face the challenges of the industry. Back in, we have a standard playbook that we follow. We published back in 2020 as part of our investor relations materials, excerpts or a summary of this playbook. Principally speaking, as we think about the cycles of the industry, this could potentially be another cycle, if you will. We work through our cost structure. We have a highly variable cost structure. 60% of our costs today are purchase components, obviously highly variable. Our labor in general across the globe is highly variable. You start to work through these elements of your cost structure very quickly. Of course, speed and reaction time is important as we manage our cost structure through this process. We take a look at terms of our view of depth of the issue and duration because that will really start to then drive our views on our next steps of our playbook in terms of rationalizing, I would call semi-fixed costs, right? Salary, labor, other sorts of fixed costs that are inside our factory too, if we thought it was deeper and more prolonged where we can rationalize capacity. That playbook has been tested and tried and used many times through our history, and we would continue to adapt that playbook to whatever we would face in terms of these challenges coming forth. I think one of the critical things is, I mean, the prognosticator s are forecasting that the global markets could be impacted two, two and a half million units. Here in North America, roughly a million, a million and a half units. As Chris said, we have a playbook in place to deal with that. The other thing you have to look at is what segments are those units coming out of. Typically, your trucks, your SUVs, your crossovers stay relatively strong in those periods of time. It's more the passenger car and a little bit of the crossover that gets impacted. Again, we've got a proven playbook. We've executed that playbook multiple times, and we've always persevered and got away through it. Got it. One of the questions is, your major customer, GM, has truck capacity in Fort Wayne that might be expanded in Silao, which might be shrunk, if you will, as far as volumes. I don't know what you're hearing yet because it doesn't sound like anybody's made any decisions. I mean, GM had a big jobs fair at Fort Wayne already. It sounds like they might be on the track to hire folks there to try to expand in a soft way the capacity there. If somehow they expand that capacity in Fort Wayne without big bricks and mortar yet, right? This is adding a third shift and more vehicles. What flexibility do you have to service that out of your existing facilities for Fort Wayne or/and/or would you have to ship from Silao or do you think you're going to do that? Yeah. I mean, GM has already announced that they're going to increase the line rate at Fort Wayne. They're going to bring incremental workers in on a temporary basis until such time that they can see that it's a permanent type move that needs to take place. We're already supplying Fort Wayne out of our Mexico facility today. We can continue to ship more product to them if need be. If GM ever desires to want to put more capacity in the U.S., then obviously our whole strategy all along has been to buy and to build local and be in close proximities to our customers. Before that region was a North American region. If it has to be shrunk down just to a U.S. region, then we'll have to evaluate what we need to do, but we'll do that in concert with General Motors or any customer for that matter. Our general understanding right now is that the automakers, particularly if they're the importer of record, are paying the tariff directly, particularly in this case when you've made a commitment to them in Mexico and would be helping them out with incremental axles being shipped from Mexico to Fort Wayne. They're paying that. That would be on their dime at the moment, right? That's our understanding. Importer of record is that. As far as product going into vehicles assembled in Mexico, the OEMs are paying for. Product coming across the border going into vehicles, we would be exposed to. You have to look at what's USMCA compliant or U.S. compliant to determine what that level of tariff would be. Yeah. That would be product we're shipping, especially in between our plants, but most of our customers will pick up at our docks and take delivery. Got it. I mean, those incremental axles that would be going to Fort Wayne from Mexico, they would be at your docks in Mexico or you'd be shipped and you're on the hook for the tariff first blush, and then there's a negotiate, then there's a discussion. Generally, our customers take delivery at our docks. They handle all freight logistics. Got it. Okay. David, you touched on this on the mix side, but I mean, given what we've seen with the resiliency, particularly of GM trucks through sort of the stresses that we've seen over the last 10 years in the industry, they've held in very well. Based on what you would understand right now, outside of GM making a decision, and I highly doubt that GM's going to make a decision to chain the trucks down even in the face of tariffs, your view on mix for you specifically is a high level of resiliency relative to what would be happening in the macro environment. 1.2 million-1.3 million on GM trucks, 1.2 million to 1.3 million is not certain, but very, very highly likely. High confidence that they'll deliver that, for sure. Got it. Okay. As you look at this, labor has been tight everywhere, right? That is kind of one of the ironies of what is going on right now, this idea of trying to bring manufacturing jobs back to the U.S. It is hard to find people to do stuff, right? I mean, there are massive shortages of auto technicians in service-based dealerships. If you were to bring back, and GM were to bring back capacity to the U.S. from Mexico, right, in this example, I mean, is there a lot of labor around and available, or is it going to be very tight and end up being reasonably expensive to do that, even if you can find the people? I mean, that is one of the real challenges here. It's not like we have an unemployment rate that's very high and a lot of folks in manufacturing communities that are looking for jobs because a lot of people are employed. I mean, the labor market's better today than it was just a few years ago, but it's still very tight to your point, okay? At the same time, there's 500,000 open jobs in the U.S. today, and now we're talking about bringing additional work here. How do you fill those jobs? That's the big question. At the same time, I think we the manufacturers have to look at what can we do to minimize the amount of labor by designing operations more efficiently, at the same time leveraging automation and robotics where we possibly can. It is a tight labor market, and it will be a challenge on a go-forward basis, especially if everyone's trying to do the same thing at the same time. As far as your operations, how much opportunity is there to automate? I mean, could you take 10%, 20% of labor out of the, I mean, what's the roundhouse estimate on that? Yeah. I mean, anywhere between 10% and 30%. I mean, just a matter of how much money you want to spend and is there a payback for that investment or what is the customer willing to pay if you need to make those investments to be able to support that production in, let's say, the U.S.? Historically, we've looked at the business, and it's been sort of a solid mid-teens, like 15% plus, EBITDA margin. Before we get into Dowlais for a minute, because we're going to get into that, is there any reason that you could see with the current macro and maybe even some of these pressures from tariffs as to any reason that the business couldn't, once again, pre-Dowlais, we'll get into that in a second, that the business couldn't get back into that range over time? Chris, why don't you explain the margin walk, where we were, where we are today, where we're headed? Yeah. John, you're referring to sort of some of our mid-teens performance of a few years back. If you think about what has, at the macro level, has transitioned through that timeframe, first and foremost, volumes are lower than they were when we were running this mid-teens. We have high operating leverage, right? We have fantastic variable profit margins, and that benefits us in time when volume goes up. When it comes down a little bit, obviously, that impacts our headline margin number. At the same time, I would call commodity metal market pass-throughs and inflation pass-throughs that are being passed up to our customers at cost, which are great agreements that we have because they protect the company, but optically, they impact your margin performance. That is 100 to 200 basis points of margin that we are passing through in terms of elevated metal commodity costs versus, call it, five years ago. The other piece I would tell you, and we talked a lot about this in 2023, we had some challenges inside our metal forming operation, and you saw, and you can see it in our segment data, their margin performance sort of has stepped down through that period of time. We have since reversed that trend and are starting now to see a trend of upward performance in our metal forming operation. We think collectively for the company, we have another 100 to 200 basis points of opportunity set inside of that to start to work to claw back in terms of that margin performance level. Obviously, a little macro plays a little bit to that performance level, but we also have some self-help, which we're driving towards, and you're seeing that trend in our operations now. The only other issue would be we encountered all the inflation that everyone else did, and productivity would not offset all that inflation, and we were not able to pass on all those costs to the customer. We took responsibility for some of that. Standard volume operating leverage, metal markets pass-through, the metal forming, like MPG. Metal forming, MPG. Basically MPG. Inflation. Inflation, correct. Those are all, yeah, yeah, no, I mean, it's getting better, and cash flow is pretty good, pretty strong, right? You haven't seen the same kind of impact. That metal market's pass-through, you're not seeing in free cash flow, right? The free cash flow is still pretty strong. Correct. That's correct. It protects the company. Yeah, you agree. Doing exactly what it's designed to do. I'm sorry, David. I just wanted to flag that some credit investors look at, I mean, revenue goes up because of the pass-through for steel. And although your margins could contract a bit, your EBITDA is going to be kind of flat because you're off of a higher revenue. So it's not like our margins are compressing because we're doing worse. It's just a little bit of a different macro mix on the revenue versus the margin. Yes. You can see that in our absolute performance, whether it's cash flow or even EBITDA dollars. The old adage, it's tough to pay your bills with a percentage, but with that free cash flow, you can pay your bills, right? You got to be careful about the challenges. Okay. Getting to sort of insourcing versus outsourcing, right? GM insourced some of the axle business, but there is some potential for outsourcing coming from other automakers. Then there's this whole question of what is going on with the Chinese OEMs and I'll call it GKN, but Dauch has this on the half-shaft side, has a potential real opportunity to help drive further penetration with Chinese manufacturers. Can you maybe just talk about generally your product set, how much opportunity there is on future outsourcing, not just from the incumbents, well, from the incumbents, but the incumbents that we know and then the Chinese manufacturers, and what risk there is of insourcing? Because it seems like insourcing risk is fairly low at this point and probably done, at least my opinion, right? I'd love to hear yours. Then on the outsourcing side, there is potentially a lot of opportunity still in front of you. Yeah. I'd say in the traditional ICE and hybrid business, most of the mid-buy studies and the insourcing has been done by the OEMs, especially the Detroit 3. As you alluded, GM insourced a little bit of the beam axle work. We have the balance of that beam axle work. Ford Motor Company, they still probably make 60+% of their business. Between us and Dana and others, we supply the balance of the business. Stellantis buys from us, buys from Dana. They also used to have their in-house operation. That business was sold to ZF, so ZF has that business today. That's the Detroit 3. You've got a similar thing. Toyota has always used Hino to be their axle supplier, although Toyota just brought that work in-house because of some of the other issues that were going on with Hino. It has been a mixed bag with Nissan in regards to they make some internally and they buy some on the outside. I think on the traditional business, that's pretty well been established, but I do think over time that could be an opportunity for us. It is just a matter of OEMs got to decide where they want to place their capital going forward, and do they want to make investments on undercarriage components when there are suppliers that are very capable, whether it's American Axle or our competitors that can do those types of things. On the electrification side, it's going to be a mixed bag again. Some are going to want to have a capability in-house. GM's already demonstrated a desire to make some of that in-house, but they're also putting some on the outside. Ford's already desired to put some on the inside, but they'll look to the outside. These are all electric drive units, not beam axles. Not one beam axle has been insourced by the OEMs on the electrification front because the market really isn't ready for that at this point in time. What we're doing is making sure we're properly positioned that we have electric drive unit offerings. The Dowlais acquisition will even strengthen and broaden that portfolio capability for us. At the same time, a lot of R&D activity by AAM has been done on the beam axle side to properly position ourselves should the market turn in that direction on a go-forward basis. We just want to be agnostic to the market and have products for ICE, hybrid, and EV. We're already in the EV business. We've been making electric axles since 2017 for Jaguar and Land Rover in regards to the I-PACE. A lot of work for Mercedes and their AMG brand through six different or seven different derivatives there. We're doing a lot of electrification work in China with a host of Western as well as domestic OEMs in China. It's really the U.S. market that was lagging. All of a sudden, the Biden administration, they tried to enhance that. It was a false enhancement. I've said that all along. Prognosticators thinking 50% penetration of EV by 2030 was crazy. My feeling it's 25%-30% is where I think it ultimately settles in at. EVs are going to continue on. There's no doubt about it. Hybrids, you can see the tremendous growth in hybrids, but ICE business is going to be here a lot longer. When I say a lot longer, for decades, but at the same time, hybrids and EVs will grow their market penetration on a go-forward basis. We're prepared to satisfy any of those propulsion systems. You just mentioned some penetration with Daimler on the AMG line. What is the opportunity with the Germans, right? I mean, because that's not, I mean, if they're trusting you on AMG, you got to imagine. Yeah. I mean, that's where they test. That's where they're really crafting. That's where a lot of the capabilities are, right? We have done a tremendous job building that relationship and respect with them. Whether it makes it to serial production on the other side of the house, that's to TBD, but we have demonstrated that capability and we have delivered what the customers have asked us. Okay. I promise we're going to hit Dauch, but on backlog, given everything that's going on right now, or even maybe before sort of the last couple of weeks before we've gotten to the kerfuffle, to put it politely, the backlog and bidding on programs, how has that been progressing? Not necessarily maybe exact numbers, maybe if you give us exact numbers, but as far as the activity, has there been slowdown, pickup as normal? I mean. A year ago at this time, we were quoting $1.5 billion of new and incremental business. 75%-80% of that was all electrification-based. 25%-30% was the balance in regards to ICE or hybrid. Sitting here today, it's the opposite. We're quoting 75% of the business we're quoting today as ICE and hybrid work. The balance is electrification work. All of our contracts on our existing business, for the most part, have either been secured already or are in the process of being extended. That is a positive thing for us. Not many suppliers or companies can say they've got their next-generation business locked up for over a decade. We're proud to be able to say that. Right now, we see tremendous opportunity, but it's more in our traditional space. Our normal hit rate's 25%-30%, and we'll win our fair share of that on all technologies, ICE, hybrid, and electrification on a go-forward basis. So we're. If there's anything else you want to add. No, I mean, you heard us talk a little bit last year about it was a lull as the industry was sort of repositioning their views, but that lull was picked up to what David just said, which has been great for us. In the past couple of days, we heard something that I thought was a bit counterintuitive, certainly the way that I think, which maybe not be saying much, but the idea that the program extensions might not necessarily be a great sort of gravy train for suppliers or might not be a positive, actually might be somewhat of a negative. The rationale was that traditionally, you would set up tooling and other sort of fixed costs so that they would last for the life of the program. If you get year five, six, seven, and it's being extended one, two, or three years on you, but all of a sudden, you have another layer of investment on retooling or refurbishment and other capital-intensive investments to try to keep it going for those couple of years that might not have the greatest returns. What would you say that sort of the program extension? I would have always thought they would actually be good. I mean, you guys can retool. You guys can retool anything, right? I mean. Stick with your thought process. Yes. Because volume is good, especially on an extended basis, running across depreciated equipment, right? At the same time, if you maintain your equipment the way you're supposed to, volume is your friend. Okay. All right. That's exactly. That's the thought process. Okay. All right. It could be crazy for other reasons. All right. Let's get into Dauch. Can we simply just run across, deal rationale? I mean, I think you guys have talked about this. And then also, as you look at this business, you said it's in great shape, but it does seem like it's not throwing off a ton of free cash flow at the moment. What are the opportunities to get? I mean, obviously, the $300 million synergies might help you there, but just basic deal rationale and then what you can do to get that free cash flow up to service debt. Yeah. Let me describe who Dowlais is first, and then I'll talk about the strategic combination. Dowlais is the industry leader on side shafts or half shafts with over 40% market share in that space. They have tremendous joint technology, which is really the differentiator in a side shaft or a prop shaft. They are the industry leader on that side. They also are very strong on the all-wheel drive side of the business. They were our number one competitor when we were competing on all-wheel drive activities. On the electrification side, they have made some big investments over the year in electrification, although they have recently scaled a lot of that back because the market did not develop the way they thought that it was going to take place. They are in the process of finalizing some restructuring on that at this point in time. That is the auto piece of their business. The other piece of their business is the powder metal piece of their business, where they're vertically integrated, where they make their own raw powder, but they also make sintered product as well. They're the largest automotive sintered powder metal manufacturer in the world. So they have a driveline business and a metal forming business. We have a driveline and a metal forming business. To your comment about they're not generating as much free cash flow, part of it is because they're in the process of restructuring their European footprint, and they just finished restructuring their North American footprint, where they moved some work from the U.S. to Mexico. We'll have to evaluate that in regards to the trade and tariff situation. They also moved a lot of Western European cost structure business to the Eastern European locations, so think Hungary and Turkey and some other places along those lines. Going forward, post this year, let's say 2025, a lot of that restructuring will be done. A lot of that cash generation will drop to the bottom line, and we'll be able to realize that on a go-forward basis. We see our strength of our cash generation with their cash generation, plus the synergies and the value creation that we can put forward to the point that we're generating $550 million-$600 million of free cash flow. You look at that as a percentage of sales. You look at that versus our market cap today. It's pretty compelling. The whole acquisition is extremely compelling. For me, for us, what we've been looking for is a transformational deal for quite some time. We told you a long time ago we wanted to be a consolidator in this industry. We started with MPG on the metal form side back in 2017. This is a transformational deal that impacts both our driveline business and our metal form business, as I said. It'll catapult us to be a top 10 North American supplier, top 25 global supplier, but almost number one or number two in every market that we serve, right? It is times like today, like I said, the uncertainty that exists in the marketplace is really the strong rationale and by why their company and our company feel it's the right combination and the right time for our businesses to come together. There are not many companies that are hand and glove fit. This is one of those. We've looked at this three times back in 2018 when Melrose bought it. We looked at it again in 2022, and Melrose just wanted a price we weren't willing to pay. Now we were able to put a proposal forward to their board of directors that they thought was better than their internal plan. They accepted that, and that's what we took public on January 29th. Okay. To be clear, you guys are doing two, I mean, run rate, roundhouse numbers, $200 million- $250 million in free cash flow of your own, right? That gets you your 2.8 turns leverage at the moment on a standalone basis. As we think about sort of the new entity or Dauch, right, before we put you guys together, they are not generating a lot of free cash flow, but you think that that has got upside on an organic basis before synergies of being turned around in the next couple of years as they are rejiggering their footprint. Then you layer on the $300 million. I mean, it sounds like they are a company that could get to a couple hundred million dollars free cash flow. I do not know exact numbers because we have not modeled that separately on their own. Plus, you have the $300 million in synergies. The $300 million of synergies are not double counting what they may do on their own. This is a pure deal synergy of you guys going together. The reality is, as we're looking at this, and this is news to me, right? I'll be fair. The 2-250 is yours, $300 million synergies. We're going to get into that in a second, plus potentially a couple hundred million dollars of their turnaround. All of a sudden, you're saying 5-550 in free cash flow. That's kind of synergies plus what you're doing, but then there's potentially the layer on of what they have going on in their own turnaround plan or rationalization plan. It's not a turnaround plan. John, if you look at our investor relation materials, we have a page in there walking through almost how you just articulated because when you. I'm glad. Many, when you look at, well, it's relatively new. When you look at the free cash flow that they generate, often they report net of all restructuring. When you back out that restructuring, you can see their adjusted free cash flow in a similar, I would say, comparison to what we generate is very close to $200 million right now, this year, meaning 2024. All that restructuring, the big heavy lifting of that will be done by the end of 2025 on their side. Their pure cash flow performance plus the uplift of their performance should start to accrete to the combined entity going forward. You have our synergies. You have our base cash flow as well. Okay. Now, don't get mad at me when I ask this question. MPG, you stubbed your toe a little bit on the synergies, right? I mean, that went, that was a. The synergies, we actually beat it. We committed to 3% in synergies and delivered 5%. The issue that we had is that we inherited some launches that were not planned properly. Some of the synergies that we realized had to offset the pain that we endured based on not knowing about it because it was not shared with us in the diligence process. The SG&A synergies. That's a public company cost. The purchasing savings, we delivered that. That was offset by a lack of correct capital investment before you took over MPG. Correct. Okay. Now we're looking at the $300 million of synergies coming out of the Dauch combination. You've talked about upside. You said something about the auditors kind of discounting it by 75% or certain. In certain areas. Certain areas. It sounds like that $300 million could have very, once again, you said there could be upside, but we'll see as you go through this. That's the heavily audited known actions with some discounting from auditors that you think you. Yeah. I mean, that's. The weighted average number based on there's some that we got 100% credit for, some 75% credit, some 50% credit. Most of the manufacturing was at 25% because we were not able to visit their plant. Therefore, it was heavily discounted by the auditors. That 300 number is a weighted average of the whole thing. Like I said, some are 100%, some are 25%. Ultimately, the number that they signed off was that $300 million that we could publicly communicate. Basically, we're looking at something that could be your $250 million free cash flow, their $200 million to $250 million in free cash flow, call that $500 million plus $300 million, that's $800 million plus some upside to that. All of a sudden, we could be looking at $900 million- $1 billion. We have to take off taxes and interest as well. Yeah. Yeah. An operation cost. I mean, there's tremendous potential in the combined free cash flow. Okay. That's incredibly helpful. Do you have anything on that? I want to maybe just talk a little bit of the balance sheet. Most transactions in auto parts are levering. This is not levering because the target company had leverage, I think, one and a half turns or so. If you could just kind of shape, how do you think the balance sheet would look post transaction? Yeah. Our goal, and we talked a little bit about this to finance the transaction, right? Our goal is to close the transaction at leverage neutral to where we concluded 2024. We as American Axle closed the year at 2.8x. We will be approximately that at close. Our objective going forward is then to continue to obviously generate the cash flow that we were just talking about and then continue to strengthen the balance sheet down to two and a half times would probably be our sole use of free cash flow from a capital allocation perspective. Once we get to two and a half times, I think we will have a little bit more balance in terms of our capital allocation playbook, but we will still continue to prioritize debt paydown even after the two and a half times. Just explain what you mean by more balance. What other capital allocation efforts? More balance, I would articulate now. For example, we are predominantly focused on debt paydown. We do some small M&A. Really, we do not have any share buybacks or any dividend payments to speak of for American Axle at the moment. Post the transaction, with a much stronger balance sheet, more resilient business, our view is with those capabilities, once we get to two and a half times, we can be a little bit more, I would say, allocated across, continue to pay down debt, but also open then that playbook to some shareholder-friendly activity, whether it's a buyback or a dividend at that point in time. We'll continue to pay down debt even past that as well. To strengthen the balance sheet is the top priority for the company, and will continue to be so. That's great. Okay. I mean, this is a weird question to ask right now because I mean, some of the things are still on the come. But given the potential incredibly strong free cash flow and where your equity market cap sits, I mean, I got to imagine at some point, if the market does not start recognizing, and maybe folks like me do not start recognizing what is going on, you can throw stones in this direction if you need to, but that you would consider an LBO, right? I mean, given that kind of cash generation versus the market cap, it starts to get a little wacky. We're a public company today. We're going to honor that public company, but we're going to create optionality for our business on a go-forward basis. I'll leave it at that. Okay. It just seems like at some point, I mean, even on a standalone basis, things are getting a little out of. A little hard to raise a lot of debt right now. No. I mean Dauch 's always got big pockets on that side of the field. So it'll be helpful. I don't know if anybody's got any, we can take one question in the audience. I don't know if there's any. We got one right over here, and I think that's probably what we're going to have time for. Yeah. Thanks for the presentation. It was very helpful. You guys mentioned that you guys have a tried and proven playbook for managing down pretty severe volumes. To what extent does Dauch have that in terms of the restructuring that they're in the midst of completing? I think you said by year-end they should be done with that operation restructuring. The restructuring will clearly make them more nimble through these type of events inside the marketplace. If you look at some of their public disclosures, they do talk about their variable profit performance. It's highly variable like ours, so strong operating leverage. Through discussions with them, they've articulated their playbook in many of the same recipe in terms of what we describe they would do as well, which gives us comfort on a combined entity. We can apply that same playbook to the combined entity. Yeah. We'll look at what they're doing, what we're doing, combine it together, have one playbook on a go-forward basis, but make sure that we can manage the business, at least understand what it would take to be at a break-even, and then what would need to take place with respect to that, including facility consolidation if need be as part of that plan if the volumes stay low. Yeah. Maybe if I could sneak one last one in. When you think about the cost structure, the big delta between Mexico and the U.S. would be mostly labor costs. I mean, there's some utility costs and some other stuff that would be a little bit higher. Labor costs are sub 10% of op costs at the moment? Total cost structure for the company? Yeah. If you think about our cost of goods sold, about 60% is purchase materials, call it 8% or 9% is D&A. The balance is sort of split between all in labor costs, meaning labor and benefits, and then the rest of our overhead. Okay. So ballpark 10. Yeah, 15%. 15. All in for the combined company. Mexico's obviously under. The U.S. is one thing. Western countries are this. Mexico's something different. I guess the question is, is the labor cost 2x in the U.S. versus Mexico? Is it 3x in U.S. versus Mexico? I mean. It's roughly two and a half to three times. It's okay. On a fully loaded basis, wages and benefits. Gotcha. Okay. I mean, if you had to make the switch, you'd be 10% underwater on that. If you're holding prices where they need to be added. Yeah. Yeah. Exactly. Without making any change, and then you start passing it through if you need to, that would be cheaper than a 25% tariff, right? I mean, just buy the tariff is probably not going to. Utilities and things like that are actually higher down there than in the U.S. You're working with your customer pricing as well on the continent because obviously that's a. That's all the math that will have to be done with the customer to say, is it better just to ship and pay a tariff on the non-USMCA compliant parts, or is it better to relocate something to be closer? You have to game plan out or game theory out what's actually going to stick and not stick, and capital investment goes right. What we ultimately need, the government's got to provide clarity to the OEMs. What we ultimately need from our customers is what are they going to do from a long-range product plan meeting? What's their penetration of ICE, hybrid, and EV? We then need to understand what are their plant loading plans to deal with tariffs or deal with how they want to run their business going forward. Our whole strategy is to try to buy and build local and be in close proximity because we ship big parts. We just don't want to make the freight companies rich. We want to pass that value on to ourselves or to our customers on a go-forward basis. Shareholders too. Shareholders, for sure. Yeah. Absolutely. All right. David and Chris, thank you so much for the time you've given. We really appreciate the support and partnership. That was great. Thank you. Thank you. Thank you. Thank you.