Bond Axle & Manufacturing America 6.875% ( US02406PBA75 ) in USD

Axle & Manufacturing America

100.135 % ▲

United States

US02406PBA75 ( in USD )

6.875% per year ( payment 2 times a year)

30/06/2028

Prospectus brochure of the bond American Axle & Manufacturing US02406PBA75 en USD 6.875%, maturity 30/06/2028

1 000 USD

400 000 000 USD

02406PBA7

B+ ( Highly speculative )

B3 ( Highly speculative )

01/01/2027 ( In 178 days )

American Axle & Manufacturing Holdings, Inc. is a leading automotive supplier specializing in the design, engineering, and manufacturing of driveline, powertrain, and chassis systems for light trucks, sport utility vehicles, and passenger cars.

The Bond issued by Axle & Manufacturing America ( United States ) , in USD, with the ISIN code US02406PBA75, pays a coupon of 6.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/06/2028

The Bond issued by Axle & Manufacturing America ( United States ) , in USD, with the ISIN code US02406PBA75, was rated B3 ( Highly speculative ) by Moody's credit rating agency.

The Bond issued by Axle & Manufacturing America ( United States ) , in USD, with the ISIN code US02406PBA75, was rated B+ ( Highly speculative ) by Standard & Poor's ( S&P ) credit rating agency.

424B2 1 a2241839z424b2.htm 424B2
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Table of Contents Prospectus Supplement
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-236448
Calculation of the Registration Fee
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Maximum
Aggregate Offering
Amount of
Title of Each Class of Securities Offered

Price

Registration Fee(1)
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6.875% Senior Notes due 2028

$400,000,000

$51,920
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(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Prospectus supplement
To prospectus dated February 14, 2020
American Axle & Manufacturing, Inc.
$400,000,000
6.875% Senior Notes due 2028
Guaranteed by American Axle & Manufacturing Holdings, Inc. and certain of our subsidiaries
Interest on the notes will be payable semi-annually on January 1 and July 1 of each year, beginning on January 1, 2021. The notes will mature on
July 1, 2028.
American Axle & Manufacturing, Inc. ("AAM Inc.") may redeem some or all of the notes at any time prior to July 1, 2023 at a price equal to 100%
of the principal amount of the notes plus the Applicable Premium (as defined herein under "Description of the Notes--Optional Redemption") as of, and
accrued and unpaid interest to, the redemption date. Thereafter, we may redeem the notes, in whole or in part, at the redemption prices set forth in this
prospectus supplement under "Description of the Notes--Optional Redemption." We may, on one or more occasions prior to July 1, 2023, redeem up to
35% of the original principal amount of the notes with the net cash proceeds of one or more equity offerings at a price of 106.875% of the principal
amount thereof, plus accrued and unpaid interest to the redemption date. If we experience specified kinds of changes in control, we must offer to
purchase the notes, as described herein under "Description of the Notes--Change of Control."
The notes will be AAM Inc.'s senior unsecured obligations and will rank equally with all of AAM Inc.'s other existing and future senior
indebtedness. AAM Inc.'s obligations under the notes will be guaranteed on a senior unsecured basis, jointly and severally, by American Axle &
Manufacturing Holdings, Inc. ("Holdings"), AAM Inc.'s parent corporation, Metaldyne Performance Group Inc. ("MPG"), a wholly owned subsidiary of
Holdings, and certain of AAM Inc.'s and MPG's current and future subsidiaries (each a "Subsidiary Guarantor" and, together with MPG, the "Subsidiary
Guarantors").
Investing in the notes involves risks. See "Risk Factors" beginning on page S-8.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or
determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
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Per note

Total
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Public offering price(1)

100.000%

$400,000,000
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Underwriting discounts

1.250%

$5,000,000
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Proceeds, before expenses, to us(1)

98.750%

$395,000,000
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(1)
Plus accrued interest from June 12, 2020 if settlement occurs after that date.
We expect that delivery of the notes will be made to investors in book-entry form through the facilities of The Depository Trust Company on or
about June 12, 2020.
Joint book-running managers
BofA Securities
Barclays
Citigroup
J.P. Morgan
RBC Capital Markets
Senior Co-Managers
BMO Capital Markets

PNC Capital Markets LLC

US Bancorp
Co-Managers
Citizens Capital

Mizuho Securities

HSBC

Huntington Capital
Markets
Markets
The date of this prospectus supplement is June 9, 2020.
Table of Contents
We have not, and the underwriters and their affiliates and agents have not, authorized any person to provide any information or represent
anything about us other than what is contained or incorporated by reference in this prospectus supplement or the accompanying prospectus or
in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We do not, and the underwriters and their
affiliates and agents do not, take any responsibility for, and can provide no assurance as to the reliability of, information that others may
provide you.
We and the underwriters are offering to sell the notes only in places where offers and sales are permitted.
You should not assume that the information contained or incorporated by reference in this prospectus supplement or the accompanying
prospectus is accurate as of any date other than the date on the front cover of this prospectus supplement.
Table of Contents
Table of Contents
Prospectus Supplement

Page
About This Prospectus Supplement
S-ii
Where You Can Find More Information
S-ii
Forward-Looking Statements
S-iii
Summary
S-1
The Offering
S-3
Summary Consolidated Financial Data
S-5
Risk Factors
S-8
Use of Proceeds
S-16
Capitalization
S-17
Description of Certain Other Indebtedness
S-18
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Description of the Notes
S-20
Material U.S. Federal Income Tax Considerations
S-35
Underwriting
S-39
Legal Matters
S-44
Experts
S-44
Prospectus

Page
RISK FACTORS

1
WHERE YOU CAN FIND MORE INFORMATION

1
AMERICAN AXLE & MANUFACTURING

2
USE OF PROCEEDS

2
PROSPECTUS

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PROSPECTUS SUPPLEMENT OR TERM SHEET

3
FORWARD-LOOKING STATEMENTS

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DESCRIPTION OF DEBT SECURITIES

5
DESCRIPTION OF GUARANTEES

36
DESCRIPTION OF DEBT WARRANTS

37
DESCRIPTION OF WARRANTS TO PURCHASE COMMON STOCK

39
DESCRIPTION OF COMMON STOCK

41
DESCRIPTION OF PREFERRED STOCK

45
SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY DEBT SECURITIES

48
PLAN OF DISTRIBUTION

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LEGAL MATTERS

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EXPERTS

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As used in this prospectus supplement, unless otherwise indicated or the context otherwise requires, the terms "the Company," "we," "us", "our"
and "AAM" refer to collectively (i) American Axle & Manufacturing, Inc., or AAM Inc., the issuer, a Delaware corporation, and its direct and indirect
subsidiaries, including certain of the Subsidiary Guarantors, (ii) American Axle & Manufacturing Holdings, Inc., or Holdings, a Delaware corporation
and the direct parent corporation of the issuer and (iii) Metaldyne Performance Group Inc. ("MPG"), a Delaware corporation and a wholly owned
subsidiary of Holdings, and its direct and indirect subsidiaries, including certain of the Subsidiary Guarantors. Holdings has no material operations or
assets other than its ownership of 100% of the issued and outstanding common stock of AAM Inc., the issuer of the notes, and MPG, a Subsidiary
Guarantor. "Underwriters" refers to the firms listed in the section entitled "Underwriting" herein.
S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange
Commission (the "SEC") utilizing a "shelf" registration process. In this prospectus supplement, we provide you with specific information about the
notes that we are selling in this offering and about the offering itself. Both this prospectus supplement and the accompanying prospectus include or
incorporate by reference important information about us, the notes and other information that you should know before investing in the notes. This
prospectus supplement also adds, updates and changes information contained in or incorporated by reference into the accompanying prospectus. To the
extent that any statement that we make in this prospectus supplement is inconsistent with the statements made in the accompanying prospectus or any of
the earlier-dated documents incorporated by reference into this prospectus supplement and the accompanying prospectus, you should rely on this
prospectus supplement. You should read both this prospectus supplement and the accompanying prospectus as well as additional information described
under "Where You Can Find More Information" in this prospectus supplement and the accompanying prospectus before investing in the notes.
WHERE YOU CAN FIND MORE INFORMATION
We are required to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance with those requirements, we file combined reports, proxy statements and other information with the SEC.
You can call the SEC's toll-free number at 1-800-SEC-0330 for further information. The SEC maintains a website at www.sec.gov that contains
reports, proxy and information statements and other information regarding companies like ours that file with the SEC electronically. The documents can
be found by searching the EDGAR archives at the SEC's website. Our SEC filings and other information about us may also be obtained from our
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website at www.aam.com, although information on our website does not constitute a part of this prospectus supplement. Material that we have filed may
also be inspected at the library of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to
you by referring you to those documents that are considered part of this prospectus supplement. Later information that we file will automatically update
and supersede this information. We incorporate by reference the documents listed below and any future filings we make with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than information furnished under Items 2.02 or 7.01 of Form 8-K) until the offering of the
notes covered by this prospectus supplement has been completed.
We are incorporating by reference into this prospectus supplement the following documents filed with the SEC (excluding any portions of such
documents that have been "furnished" but not "filed" for purposes of the Exchange Act):
·
Holdings' Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on February 14, 2020.
·
Holdings' proxy statement on Schedule 14A filed with the SEC on March 26, 2020 (to the extent incorporated into Part III of Holdings'
Annual Report on Form 10-K for the fiscal year ended December 31, 2019).
·
Holdings' Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 filed with the SEC on May 8, 2020.
·
Holdings' Current Reports on Form 8-K dated April 6, 2020, May 4, 2020 (other than Item 7.01) and May 8, 2020.
S-ii
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·
Holdings' Current Report on Form 8-K dated December 16, 2019 (other than Item 7.01 and related exhibit).
·
The description of our common stock contained in our Registration Statement on From 8-A filed pursuant to Section 12(b) of the
Exchange Act including any amendment or report updating such description.
The documents incorporated by reference in this prospectus supplement are available from us upon request. We will provide a copy of any and all
of the information that is incorporated by reference in this prospectus supplement to any person, without charge, upon written or oral request. Requests
for such copies should be directed to the following:
American Axle & Manufacturing Holdings, Inc.
Attention: Investor Relations
One Dauch Drive
Detroit, Michigan 48211-1198
Telephone Number: (313) 758-4814
Except as provided above, no other information, including, but not limited to, information on our website is incorporated by reference in this
prospectus supplement.
FORWARD-LOOKING STATEMENTS
In this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein, we make statements
concerning our expectations, beliefs, plans, objectives, goals, strategies and future events or performance. Such statements are "forward-looking"
statements within the meaning of the Private Securities Litigation Reform Act of 1995 and relate to trends and events that may affect our future financial
position and operating results. The terms such as "will," "may," "could," "would," "plan," "believe," "expect," "anticipate," "intend," "project," "target,"
and similar words or expressions, as well as statements in future tense, are intended to identify forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of
the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those
statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and may differ materially
from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited
to, those discussed under "Risk Factors" in Holdings' Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report on
Form 10-Q for the three months ended March 31, 2020, and in this prospectus supplement as well as the following:
·
a significant disruption in production, sales and/or supply as a result of public health crises, including pandemic or epidemic illness such
as Novel Coronavirus ("COVID-19");
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·
global economic conditions;
·
reduced purchases of our products by General Motors Company ("GM"), FCA US LLC ("FCA"), Ford Motor Company ("Ford") or
other customers;
·
our ability to respond to changes in technology, increased competition or pricing pressures;
·
our ability to develop and produce new products that reflect market demand;
·
lower-than-anticipated market acceptance of new or existing products;
·
our ability to attract new customers and programs for new products;
S-iii
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·
reduced demand for our customers' products (particularly light trucks and sport utility vehicles ("SUVs") produced by GM, FCA and
Ford);
·
risks inherent in our global operations (including tariffs and the potential consequences thereof to us, our suppliers, and our customers
and their suppliers, adverse changes in trade agreements, such as the North American Free Trade Agreement or the United States-
Mexico-Canada trade agreement, immigration policies, political stability, taxes and other law changes, potential disruptions of
production and supply, and currency rate fluctuations);
·
a significant disruption in operations at one or more of our key manufacturing facilities;
·
negative or unexpected tax consequences;
·
risks related to a failure of our information technology systems and networks, and risks associated with current and emerging technology
threats and damage from computer viruses, unauthorized access, cyber attack and other similar disruptions;
·
supply shortages or price increases in raw material and/or freight, utilities or other operating supplies for us or our customers as a result
of pandemics, natural disasters or otherwise;
·
availability of financing for working capital, capital expenditures, research and development ("R&D") or other general corporate
purposes including acquisitions, as well as our ability to comply with financial covenants;
·
our customers' and suppliers' availability of financing for working capital, capital expenditures, R&D or other general corporate
purposes;
·
an impairment of our goodwill, other intangible assets, or long-lived assets if our business or market conditions indicate that the carrying
values of those assets exceed their fair values;
·
liabilities arising from warranty claims, product recall or field actions, product liability and legal proceedings to which we are or may
become a party, or the impact of product recall or field actions on our customers;
·
our ability or our customers' and suppliers' ability to successfully launch new product programs on a timely basis;
·
our ability to maintain satisfactory labor relations and avoid work stoppages;
·
our suppliers', our customers' and their suppliers' ability to maintain satisfactory labor relations and avoid work stoppages;
·
our ability to achieve the level of cost reductions required to sustain global cost competitiveness;
·
our ability to realize the expected revenues from our new and incremental business backlog;
·
price volatility in, or reduced availability of, fuel;
·
our ability to protect our intellectual property and successfully defend against assertions made against us;
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·
risks of noncompliance with environmental laws and regulations or risks of environmental issues that could result in unforeseen costs at
our facilities or reputational damage;
·
adverse changes in laws, government regulations or market conditions affecting our products or our customers' products;
·
our ability or our customers' and suppliers' ability to comply with regulatory requirements and the potential costs of such compliance;
·
changes in liabilities arising from pension and other postretirement benefit obligations;
S-iv
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·
our ability to attract and retain key associates; and
·
other unanticipated events and conditions that may hinder our ability to compete.
It is not possible to foresee or identify all such factors and we make no commitment to update any forward-looking statement or to disclose any
facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement. Any forward-looking statement made
by us speaks only as of the date on which we made it. We undertake no obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
S-v
Table of Contents
SUMMARY
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial
statements (including the notes thereto) appearing elsewhere or incorporated by reference in this prospectus supplement and the accompanying
prospectus. Because this is a summary it may not contain all the information that may be important to you. You should read the entire prospectus
supplement and the accompanying prospectus, as well as any related free writing prospectus and the information incorporated by reference, before
making an investment decision. Some of the statements in this "Summary" are forward-looking statements. Please see "Forward-Looking Statements"
for more information regarding these statements.
Our Business
We are a global Tier 1 supplier to the automotive industry. We design, engineer and manufacture driveline and metal forming products that are
making the next generation of vehicles smarter, lighter, safer and more efficient. We employ over 20,000 associates, operating at nearly 80 facilities in
17 countries, to support our customers on global and regional platforms with a focus on quality, operational excellence and technology leadership.
We are a primary supplier of driveline components to General Motors Company (GM) for its full-size rear-wheel drive (RWD) light trucks, sport
utility vehicles (SUVs), and crossover vehicles manufactured in North America, supplying a significant portion of GM's rear axle and four-wheel drive
and all-wheel drive (4WD/AWD) axle requirements for these vehicle platforms. We also supply GM with various products from our Metal Forming
segment. Sales to GM were approximately 41% of our consolidated net sales in the first three months of 2020, 39% in the first three months of 2019,
and 37% for the full year 2019.
We also supply driveline system products to FCA US LLC (FCA) for heavy-duty Ram full-size pickup trucks and its derivatives, the AWD Jeep
Cherokee, and a passenger car driveshaft program. In addition, we sell various products to FCA from our Metal Forming segment. Sales to FCA were
approximately 16% of our consolidated net sales in the first three months of 2020, 12% in the first three months of 2019, and 17% for the full year
2019.
We are also a supplier to Ford Motor Company (Ford) for driveline system products on certain vehicle programs, and we sell various products to
Ford from our Metal Forming segment. Sales to Ford were approximately 12% of our consolidated net sales in the first three months of 2020, and
approximately 9% for both the first three months and full year of 2019.
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Recent Developments
On May 8, 2020, Holdings filed its Quarterly Report for the quarter ended March 31, 2020, which included the following disclosure in "Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations" under the heading "Impact of Novel Coronavirus (COVID-
19)" in the "Company Overview" Section:
In March of 2020, COVID-19 was designated by the World Health Organization as a pandemic illness and began to significantly disrupt global
automotive production. In an effort to mitigate the spread of COVID-19, many governmental and public health agencies in locations in which we
operate implemented shelter-in-place orders or similar measures. Substantially all of our customers ceased or significantly reduced production, and the
decline in production volumes has continued into the second quarter of 2020. As a result, substantially all of our manufacturing facilities have either
temporarily suspended production or experienced significant reductions in volumes during this period. By the end of the first quarter of 2020, our
manufacturing locations in Asia were beginning to stabilize and return to more normalized levels of production.
S-1
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In addition, the Quarterly Report for the quarter ended March 31, 2020, included the following disclosure in the "Liquidity and Capital Resources"
Section under the heading "COVID-19 Considerations Related to Liquidity and Capital Resources":
At March 31, 2020, we had over $1.4 billion of liquidity consisting of approximately $683 million of cash and cash equivalents, approximately
$691 million of available borrowings under our Revolving Credit Facility and approximately $86 million of available borrowings under foreign credit
facilities. Further, we have no significant debt maturities before October 2022. Based on our liquidity profile and no significant debt maturities in 2020,
as well as the measures that we are taking to conserve cash, we believe that we will have sufficient funds available to continue operating with no
significant changes to our capital structure until such time as production returns to more normalized levels.
For additional information, see Holdings' Quarterly Report for the quarter ended March 31, 2020 filed with the SEC on May 8, 2020, which is
incorporated by reference herein.
As an update, during the month of May 2020, AAM restarted its operations in North America and Europe and is currently in the process of ramping
up production, along with our customers and supply base. In addition, AAM expects to have at least $1.2 billion of liquidity at June 30, 2020.
S-2
Table of Contents

THE OFFERING
The following is a brief summary of the terms of this offering of the notes and the guarantees. For a more complete description, see "Description of
the Notes" in this prospectus supplement and the accompanying prospectus.
Issuer

American Axle & Manufacturing, Inc.
Notes Offered

$400 million aggregate principal amount of 6.875% senior notes due July 1,
2028.
Maturity

The notes will mature on July 1, 2028 unless redeemed earlier by us as
described in "Description of the Notes--Optional Redemption."
Interest Payment Dates

January 1 and July 1 of each year, beginning on January 1, 2021. Interest will
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accrue from June 12, 2020.
Guarantees

The notes will be unconditionally guaranteed on a senior unsecured basis,
jointly and severally, by Holdings, MPG and each of AAM Inc.'s and MPG's
subsidiaries that guarantees our obligations under the Senior Secured Credit
Facilities (as defined herein), and certain of Holdings' future subsidiaries. See
"Description of the Notes--Guarantees."

At the time the notes are assigned an investment grade rating by both S&P
Global Ratings, a division of S&P Global, Inc. ("Standard & Poor's"), and
Moody's Investors Service, Inc., a subsidiary of Moody's Corporation
("Moody's Investors Service") and no default or event of default has occurred
or is continuing, we may elect to suspend the subsidiary guarantees. If either
rating on the notes should subsequently decline to below investment grade,
the subsidiary guarantees will be reinstated.
Ranking

The notes will be our senior unsecured obligations and, as guaranteed, will
rank equally in right of payment to the senior indebtedness of AAM Inc. and
the Guarantors (as defined herein), effectively junior to all of the secured
indebtedness (including obligations with respect to the Credit Agreement (as
defined herein)) of AAM Inc., Holdings and the Subsidiary Guarantors, to the
extent of the value of the assets securing that indebtedness, and effectively
junior to all indebtedness and other liabilities of Holdings' non-guarantor
Subsidiaries (as defined herein). See "Description of the Notes--Ranking."

As of March 31, 2020, after giving effect to the offering of the notes, the
planned redemption of the remaining $350 million principal amount of our
6.625% Notes (as defined herein), there would have been outstanding:

· $3,728.8 million of senior indebtedness of AAM Inc., of which
$1,728.8 million is secured, exclusive of unused commitments of
$691.4 million under the Credit Agreement;
S-3
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· $0.2 million of senior indebtedness of the Guarantors (excluding
guarantees of AAM Inc. indebtedness), all of which is secured; and

· $102.7 million of total indebtedness of the non-guarantor Subsidiaries of
Holdings. See "Use of Proceeds."
Optional Redemption

Prior to July 1, 2023, we will have the option to redeem some or all of the
notes for cash at a redemption price equal to 100% of their principal amount
plus the Applicable Premium (as described in this prospectus supplement
under "Description of the Notes--Optional Redemption") as of, and accrued
and unpaid interest to, the redemption date. Beginning on July 1, 2023, we
may redeem some or all of the notes at the redemption prices set forth in this
prospectus supplement under "Description of the Notes--Optional
Redemption" plus accrued and unpaid interest to the redemption date.

In addition, on any one or more occasions prior to July 1, 2023, we may
redeem up to 35% of the original principal amount of the notes with the net
cash proceeds of one or more equity offerings at a redemption price of
106.875% of the principal amount thereof plus accrued and unpaid interest to
the redemption date.
Change of Control

Upon the occurrence of a change of control, you will have the right, as
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holders of the notes, to require us to repurchase some or all of your notes
equal to 101% of their principal amount, plus accrued and unpaid interest to
the repurchase date. See "Description of the Notes--Change of Control" in
this prospectus supplement.
Covenants

The terms of the notes contain covenants for your benefit. These covenants
restrict Holdings', AAM Inc.'s and the Subsidiary Guarantors' ability, with
certain exceptions, to:

· engage in consolidations and mergers or sell or transfer assets;

· incur debt secured by certain liens; and

· engage in certain sale and leaseback transactions.

See "Description of the Notes--Material Covenants" in this prospectus
supplement and the accompanying prospectus.
Use of Proceeds

We intend to use the net proceeds from the offering to fund the redemption of
100% of our 6.625% Notes, including the payment of accrued interest, and
the remainder for general corporate purposes, which may include the
repayment of indebtedness. See "Use of Proceeds."
Form and Denomination

The notes will be issued in minimum denominations of $1,000 and any
integral multiples thereof.
Risk Factors

See "Risk Factors" and other information included or incorporated by
reference in this prospectus supplement and the accompanying prospectus for
a discussion of certain factors you should carefully consider before deciding
to invest in the notes.
S-4
Table of Contents
SUMMARY CONSOLIDATED FINANCIAL DATA
The summary consolidated financial data for Holdings for each of the years ended December 31, 2019, 2018 and 2017 have been derived from our
audited consolidated financial statements included in our Form 10-K for the year ended December 31, 2019, which is incorporated by reference herein.
The summary consolidated financial data for Holdings for each of the three months ended March 31, 2020 and 2019 have been derived from our
unaudited consolidated financial statements included in our Form 10-Q for the three months ended March 31, 2020, which is incorporated by reference
herein.
This financial data should be read in conjunction with the consolidated financial statements and related notes incorporated by reference in this
prospectus supplement and the accompanying prospectus. See "Where You Can Find More Information" in this prospectus supplement and the
accompanying prospectus.
Years Ended
Three Months Ended

December 31,

March 31,

2019

2018

2017

2020

2019

(in millions, except per share data)

Statement of income data

Net sales
$ 6,530.9
$ 7,270.4
$ 6,266.0
$ 1,343.5 $ 1,719.2
Gross profit

902.6
1,140.4
1,119.1

195.3
222.2
Selling, general and administrative expenses
364.7

385.7

390.1

90.3
90.7
Amortization of intangibles

95.4

99.4

75.3

21.8
25.0
Impairment charges

665.0(a)

485.5(e)

--

510.0(j)
--
Restructuring and acquisition-related costs
57.8

78.9

110.7

17.6
12.1
https://www.sec.gov/Archives/edgar/data/1062231/000104746920003512/a2241839z424b2.htm[6/10/2020 5:42:06 PM]

Gain (loss) on sale of business

(21.3)(b)

15.5(f)

--

(1.0)
--
Operating income (loss)

(301.6)

106.4

543.0

(445.4)
94.4
Net interest expense

211.5

214.3

192.7

48.7
52.7
Gain on bargain purchase of business

10.8(c)

--

--

--
--
Gain on settlement of capital lease

--

15.6(g)

--

--
--
Net income (loss)
(484.1)(d)(h)(i)
(56.8)(h)(i)
337.5(h)(i)
(501.2)
41.7
Net income (loss) attributable to AAM
(484.5)(d)(h)(i)
(57.5)(h)(i)
337.1(h)(i)
(501.3)
41.6
Diluted earnings (loss) per share
$
(4.31)
$
(0.51)
$
3.21
$
(4.45) $
0.36
Balance sheet data

Cash and cash equivalents
$
532.0
$
476.4
$
376.8
$
682.7 $
252.1
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Total assets
6,644.6
7,510.7
7,882.8
6,186.7 7,615.5
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Total long-term debt, net
3,612.3
3,686.8
3,969.3
3,511.7 3,678.9
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Total AAM stockholders' equity

977.6
1,483.9
1,536.0

389.8 1,521.3
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Dividends declared per share

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S-5
Table of Contents
Years Ended
Three Months Ended

December 31,

March 31,

2019

2018

2017

2020

2019

(in millions, except per share data)

Statement of cash flows data

Cash provided by (used in) operating
activities
$
559.6
$
771.5
$
647.0
$
139.4 $
(80.2)
Cash used in investing activities

(306.6)

(478.2)
(1,378.1)

(69.2)
(123.9)
Cash provided by (used in) financing
activities

(200.0)

(184.5)

615.6

87.7
(21.4)
Other data

Depreciation and amortization
$
536.9
$
528.8
$
428.5
$
129.6 $
140.8
Capital expenditures

433.3

524.7

477.7

69.7
124.2
Proceeds from sale of business, net

141.2(b)

47.1(f)

5.9

--
--
Acquisition of business, net of cash acquired
9.4

1.3

895.5

--
--
Purchase buyouts of leased equipment

0.9

0.5

13.3

--
--
(a)
In 2019, we recorded a charge of $225 million to reduce the carrying value of our U.S. Casting operations to fair value less cost
to sell upon reclassification of the assets and liabilities to held-for-sale, and a goodwill impairment charge of $440 million
associated with the annual goodwill impairment test for our Metal Forming segment.
(b)
In 2019, we completed the sale of our U.S. Casting operations for $245 million, consisting of $185 million in cash, of which we
received net proceeds of $141.2 million subsequent to certain customary closing adjustments, and a $60 million deferred payment
obligation. As a result of the sale, we recorded a loss of $21.3 million.
(c)
In 2019, we recognized a gain on bargain purchase of $10.8 million associated with the acquisition of certain operations of Mitec
Automotive AG.
(d)
In 2019, we offered a voluntary one-time lump sum payment option to certain eligible terminated vested participants in our U.S.
pension plans that, if accepted, would settle our pension obligations to them. As a result of this settlement, we remeasured the
assets and liabilities of our U.S. pension plans, which resulted in a non-cash charge of approximately $7.7 million, net of tax,
related to the accelerated recognition of certain deferred losses.
(e)
We recorded a goodwill impairment charge in 2018 associated with the annual goodwill impairment test for our Casting and
former Powertrain segments.
(f)
In 2018, we completed the sale of the aftermarket business associated with our former Powertrain segment for approximately
$50 million, of which we received net proceeds of $47.1 million. As a result of the sale, we recorded a $15.5 million gain.
https://www.sec.gov/Archives/edgar/data/1062231/000104746920003512/a2241839z424b2.htm[6/10/2020 5:42:06 PM]

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