Obligation Axle & Manufacturing America 7.75% ( US02406PAK66 ) en USD

Axle & Manufacturing America

100 % ⇌

Etas-Unis

US02406PAK66 ( en USD )

7.75% par an ( paiement semestriel )

15/11/2019 - Obligation échue

Prospectus brochure de l'obligation American Axle & Manufacturing US02406PAK66 en USD 7.75%, échue

1 000 USD

200 000 000 USD

02406PAK6

N/A

American Axle & Manufacturing (AAM) est un fabricant mondial de composants automobiles, spécialisé dans les essieux, les arbres de transmission et d'autres systèmes de transmission pour véhicules légers, poids lourds et véhicules utilitaires.

L'Obligation émise par Axle & Manufacturing America ( Etas-Unis ) , en USD, avec le code ISIN US02406PAK66, paye un coupon de 7.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/11/2019

e424b5
http://www.sec.gov/Archives/edgar/data/1062231/000095012311094035...
424B5 1 f50523b5e424b5.htm 424B5
1 of 111
11/2/2011 7:54 AM

e424b5
http://www.sec.gov/Archives/edgar/data/1062231/000095012311094035...
Table of Contents
CALCULATION OF REGISTRATION FEE

Proposed
Proposed

maximum
maximum

Title of each class of

Amount to be
offering price
aggregate

Amount of
securities to be registered

registered

per unit

offering price
registration fee
7.75% Senior Notes due 2019

$200,000,000

100%
$200,000,000
$
22,920(1)

(1) The filing fee of $22,920 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. Pursuant to
Rule 457(p), the filing fee is offset by the $21,778.74 previously paid for unsold securities in connection with the filing of the
registrants' registration statement on Form S-3, filed with the Securities and Exchange Commission in December 2009 (File
No. 333-162550).
2 of 111
11/2/2011 7:54 AM

e424b5
http://www.sec.gov/Archives/edgar/data/1062231/000095012311094035...
Table of Contents
Prospectus supplement
Filed Pursuant to Rule 424(b)(5)
To prospectus dated July 12, 2011
Registration No. 333-175508-01
Registration No. 333-175508

Guaranteed by American Axle & Manufacturing Holdings, Inc. and certain of our subsidiaries

Interest on the notes will be payable semiannually on May 15 and November 15 of each year, beginning May 15, 2012.
The notes will mature on November 15, 2019.

American Axle & Manufacturing, Inc. ("AAM Inc.") may redeem the notes in whole or in part at any time prior to their
maturity at a specified make-whole premium. See "Description of the notes--Optional redemption." If we experience
specific kinds of changes in control, we must offer to purchase the notes.

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 unsecured indebtedness. AAM Inc.'s obligations under the notes will be guaranteed on a senior unsecured
basis, jointly and several y, by American Axle & Manufacturing Holdings, Inc. ("Holdings"), AAM Inc.'s parent
corporation, and certain of AAM Inc.'s current and future subsidiaries (the "Subsidiary Guarantors," and, together with
Holdings, the "Guarantors"). The notes will be effectively junior to AAM Inc.'s existing and future secured indebtedness
and structurally subordinated to the liabilities of AAM Inc.'s non-guarantor subsidiaries.

Investing in the notes involves risks. See "Risk factors" beginning on page S-13.

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.

Per note

Total

Public offering price(1)

100.000%

$200,000,000
Underwriting discounts & commissions
2.000%

$ 4,000,000
Proceeds, before expenses, to us(1)
98.000%

$196,000,000

(1) Plus accrued interest from November 3, 2011 if settlement occurs after that date.

We expect that delivery of the notes will be made to investors in book-entry form through The Depository Trust
Company on or about November 3, 2011.

Joint book-running managers
J.P. Morgan

BofA Merrill Lynch
Senior co-managers
KeyBanc Capital Markets
RBC Capital Markets
US Bancorp
Co-manager
Huntington Investment Company

The date of this prospectus supplement is October 31, 2011
3 of 111
11/2/2011 7:54 AM

e424b5
http://www.sec.gov/Archives/edgar/data/1062231/000095012311094035...

In making your investment decision, you should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We and the underwriters have
not authorized anyone to provide you with any other information. If you receive any other information, you
should not rely on it.

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

Page

Prospectus Supplement
About this prospectus supplement
S-ii
Forward-looking statements
S-iii
Summary
S-1
The offering
S-8
Summary consolidated financial data
S-11
Risk factors
S-13
Use of proceeds
S-26
Ratio of earnings to fixed charges
S-26
Capitalization
S-27
Description of certain other indebtedness
S-28
Description of the notes
S-30
Certain U.S. federal income tax considerations for non-U.S. holders
S-46
Underwriting (Conflicts of interest)
S-49
Legal matters
S-54
Experts
S-54

Page

Prospectus
Where you can find more information
1
American Axle and Manufacturing
2
Use of proceeds
2
Prospectus
2
Prospectus supplement or term sheet
3
Forward-looking statements
3
Description of debt securities
5
Description of debt warrants

33
Description of common stock

36
Description of preferred stock

40
Special provisions relating to foreign currency notes
43
Plan of distribution

46
Legal matters

47
Experts

47

4 of 111
11/2/2011 7:54 AM

e424b5
http://www.sec.gov/Archives/edgar/data/1062231/000095012311094035...
Table of Contents
In this prospectus supplement, except as otherwise indicated or the context otherwise requires, "the company",
"we", "us" and "our" refer to col ectively (i) American Axle & Manufacturing, Inc., or AAM Inc., the issuer, a Delaware
corporation, and its direct and indirect subsidiaries, including the Subsidiary Guarantors, and (i ) American Axle &
Manufacturing Holdings, Inc., or Holdings, a Delaware corporation and the direct parent corporation of the issuer.
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 "underwriters" refers to the firms listed in the section
entitled "Underwriting (Conflicts of interest)" herein.

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, or SEC, utilizing a "shelf" registration process. In this prospectus
supplement, we provide you with specific information about the notes that we are sel ing 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 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, the statements made in the
accompanying prospectus are deemed modified or superseded by the statements made in this prospectus
supplement. You should read both this prospectus supplement and the accompanying prospectus as wel as
additional information described under "Where you can find more information" in the prospectus before investing in
the notes.
S-ii
5 of 111
11/2/2011 7:54 AM

e424b5
http://www.sec.gov/Archives/edgar/data/1062231/000095012311094035...
Table of Contents

Forward-looking statements

Certain statements in this prospectus supplement and the accompanying prospectus, including the documents
incorporated by reference herein, are forward-looking in nature and relate to trends and events that may affect our
future financial position and operating results. Such statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. The terms "will," "expect," "anticipate," "intend," "project" and
similar words or expressions are intended to identify forward-looking statements. These statements speak only as of
their date. The statements are based on our current expectations, are inherently uncertain, are subject to risks and
should be viewed with caution. Actual results and experience may differ material y from the forward-looking
statements as a result of many factors, including, but not limited to:

· global economic conditions;

· reduced purchases of our products by General Motors Company ("GM"), Chrysler Group LLC ("Chrysler") or
other customers;

· reduced demand for our customers' products (particularly light trucks and sport utility vehicles ("SUVs") produced
by GM and Chrysler);

· availability of financing for working capital, capital expenditures, research and development ("R&D") or other
general corporate purposes, including 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;

· our ability to achieve cost reductions through ongoing restructuring actions;

· our ability to achieve the level of cost reductions required to sustain global cost competitiveness;

· our ability to maintain satisfactory labor relations and avoid future work stoppages;

· our suppliers', our customers' and their suppliers' ability to maintain satisfactory labor relations and avoid work
stoppages;

· additional restructuring actions that may occur;

· our ability to continue to implement improvements in our U.S. labor cost structure;

· supply shortages or price increases in raw materials, utilities or other operating supplies;

· our ability to consummate and integrate acquisitions and joint ventures;

· our ability or our customers' and suppliers' ability to successfully launch new product programs on a timely basis;

· our ability to realize the expected revenues from our new and incremental business backlog;

· our ability to attract new customers and programs for new products;

· our ability to develop and produce new products that reflect market demand;

· lower-than-anticipated market acceptance of new or existing products;
S-iii
6 of 111
11/2/2011 7:54 AM

e424b5
http://www.sec.gov/Archives/edgar/data/1062231/000095012311094035...
Table of Contents

· our ability to respond to changes in technology, increased competition or pricing pressures;

· price volatility in, or reduced availability of, fuel;

· adverse changes in laws, government regulations or market conditions affecting our products or our customers'
products (such as the Corporate Average Fuel Economy ("CAFE") regulations);

· risks inherent in our international operations (including adverse changes in the political stability, taxes and other law
changes, potential disruption of production and supply, and currency rate fluctuations);

· liabilities arising from warranty claims, product recall, product liability and legal proceedings to which we are or
may become a party;

· changes in liabilities arising from pension and other postretirement benefit obligations;

· risks of noncompliance with environmental regulations or risks of environmental issues that could result in
unforeseen costs at our facilities;

· 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 al 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.
S-iv
7 of 111
11/2/2011 7:54 AM

e424b5
http://www.sec.gov/Archives/edgar/data/1062231/000095012311094035...
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 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 Tier I supplier to the automotive industry. We manufacture, engineer, design and validate driveline and
drivetrain systems and related components and chassis modules for light trucks, SUVs, passenger cars, crossover
vehicles and commercial vehicles. Driveline and drivetrain systems include components that transfer power from the
transmission and deliver it to the drive wheels. Our driveline, drivetrain and related products include axles, chassis
modules, driveshafts, power transfer units, transfer cases, chassis and steering components, driveheads,
crankshafts, transmission parts and metal-formed products. In addition to locations in the United States (Michigan,
New York, Ohio, Indiana and Pennsylvania), we also have offices or facilities in Brazil, China, Germany, India, Japan,
Luxembourg, Mexico, Poland, Scotland, South Korea, Sweden and Thailand.

We are the principal supplier of driveline components to GM for its rear-wheel drive ("RWD") light trucks and SUVs
manufactured in North America, supplying substantial y all of GM's rear axle and front four-wheel drive ("4WD") and
all-wheel drive ("AWD") axle requirements for these vehicle platforms. Sales to GM were approximately 75% of our
total net sales in 2010, 78% in 2009 and 74% in 2008; and 73% in the first nine months of 2011 as compared to
76% in the first nine months of 2010.

We are the sole-source supplier to GM for certain axles and other driveline products for the life of each GM vehicle
program covered by a Lifetime Program Contract ("LPC"). Substantial y al of our sales to GM are made pursuant to
the LPCs. The LPCs have terms equal to the lives of the relevant vehicle programs or their respective derivatives,
which typical y run 6 to 10 years, and require us to remain competitive with respect to technology, design and quality.

We are also the principal supplier of driveline system products for Chrysler's heavy-duty Dodge Ram ful -size pickup
trucks ("Dodge Ram program") and its derivatives. Sales to Chrysler were approximately 9% of our total net sales in
2010, 8% in 2009 and 10% in 2008; and approximately 8% in the first nine months of 2011 as compared to 9% in the
first nine months of 2010. In addition to GM and Chrysler, we supply driveline systems and other related components
to Volkswagen AG ("Volkswagen"), Audi AG, Scania AB, Mack Trucks Inc. ("Mack Truck"), PACCAR Inc., Nissan
Motor Co., Ltd. ("Nissan"), Harley-Davidson Inc., Tata Motors, Ford Motor Company ("Ford"), Deere & Company,
and other original equipment manufacturers ("OEM") and Tier I supplier companies. Our net sales to customers
other than GM were $563.0 million in 2010 as compared to $331.2 million in 2009 and $544.6 million in 2008; and
$535.0 million in the first nine months of 2011 as compared to $406.4 million in the first nine months of 2010.

Our principal served market of $35 billion, as estimated based on information available at the end of 2010, is the
global driveline market, which consists of driveline, drivetrain and related components and chassis modules for light
trucks, SUVs, passenger cars, crossover vehicles and commercial vehicles.
S-1
8 of 111
11/2/2011 7:54 AM

e424b5
http://www.sec.gov/Archives/edgar/data/1062231/000095012311094035...
Table of Contents
Business strategy

We are focused on profitably growing our net sales and strengthening our balance sheet by providing exceptional
value to our customers, capitalizing on our competitive strengths and continuing to diversify our customer, product,
and geographic sales mix. Over the past several years, we have implemented a Restructuring, Resizing and Profit
Recovery plan that al owed us to achieve a cost structure in line with current and projected levels of customer
demand and market requirements. The plan has proven successful, yielding significant, permanent structural cost
reductions and has allowed us to drive down our operating breakeven level. These actions have positioned us to
significantly improve our profitability and free cash flow performance. We expect to continue to benefit from these
actions in 2011 and beyond as global economic conditions and the strength of the automotive industry continue to
improve.

While continuing to emphasize our track record of operational excellence, we are focused on accelerating progress
on three critical business objectives: profitable growth, business diversification and strengthening our balance sheet.
These critical business objectives include the following actions:

Advancing the diversification and innovation of our product portfolio to increase our total global served market.

· We have invested over $995 million in R&D since 1994, resulting in the development of products with industry
leading technology for driveline and drivetrain systems and related components for light trucks, SUVs, passenger
cars, crossover vehicles and commercial vehicles.

· We have accelerated the development and launch of products for passenger cars and crossover vehicles and the
global light truck and commercial vehicle markets. As of October 28, 2011, we had approximately $1.1 billion of
new business backlog launching from 2012 to 2014, of which approximately two-thirds relates to AWD and RWD
applications for passenger cars, crossover vehicles and driveline applications for the commercial vehicle market.

· In 2010, we entered into a joint venture with Saab Automobile AB ("Saab"). The new company, e-AAM Driveline
Systems AB ("e-AAM"), will launch electric all-wheel-drive ("eAWD") systems designed to improve fuel efficiency
up to 30 percent, reduce carbon dioxide ("CO2") emissions and provide all-wheel-drive capability. e-AAM
engineers and develops eAWD hybrid driveline systems to be commercialized for passenger cars and crossover
vehicles that can be easily integrated into existing platforms, minimizing vehicle architecture changes.

· We have also won an industry-first order for our EcoTracTM disconnecting AWD technology. AAM's EcoTracTM
AWD system is a fuel-efficient and environmentally friendly driveline system that further enhances our technology
leadership position by providing OEMs the option of an AWD system that disconnects when not needed to improve
the fuel efficiency and reduce CO2 emissions compared to conventional AWD systems. AAM's EcoTracTM AWD
system will be featured on major global passenger car and crossover vehicle programs beginning in 2013. The
EcoTracTM brand includes an AWD fuel economy optimization system, eAWD systems and a ful range of
high-efficiency axles.

Growing new customer relationships to continue the diversification of our customer base and product portfolio.

· We have focused on generating profitable growth with new and existing global OEM customers, as wel as
commercial vehicle, off-road and emerging market OEMs. As a result, new business launches in 2011 through
2013 include business with Chrysler, Mahindra Navistar Automotives Ltd., Volkswagen, Audi AG, Nissan, Mack
Truck, Tata Motors, Brilliance China Automotive Co., Ltd. and Chery Automobile Co., Ltd.
S-2
9 of 111
11/2/2011 7:54 AM

e424b5
http://www.sec.gov/Archives/edgar/data/1062231/000095012311094035...
Table of Contents

· As of October 28, 2011, approximately 75% of the awards in our new business backlog launching from 2012 to
2014 is for customers other than GM. In addition, we are quoting on over $1 billion in new business opportunities
to continue the diversification and expansion of our customer base, product portfolio and global footprint. Over
90% of these opportunities are for customers other than GM.

Increasing our presence in global growth markets to support our customers' global platforms and establish regional
cost competitiveness.

· Over the past few years, we have more than doubled our global instal ed capacity to support current and future
opportunities. Specific actions include expanding facilities in Mexico, Brazil and Poland, increasing our investment
in our China joint venture and constructing new facilities in India and Thailand.

· As of October 28, 2011, approximately 50% of our $1.1 billion of new business backlog launching from 2012 to
2014 is for end use markets outside of North America and approximately 70% has been sourced to our
manufacturing facilities outside the U.S.

Sustaining our operational excel ence and focus on cost management to deliver exceptional value to our customers
and enhance profitability.

· Our focus on cost management has led to sustainable structural cost reductions in AAM Inc.'s fixed cost structure
and reduced our operating breakeven to a U.S. Seasonal y Adjusted Annual Rate of sales ("SAAR") equivalent of
approximately 10 million vehicle units.

· We successful y extended our stand alone United Automobile, Aerospace and Agricultural Implement Workers of
America ("UAW") agreement that covers hourly associates at our Three Rivers Manufacturing Facility to ensure
market competitiveness at AAM's largest U.S. facility through 2017.

· We have consistently reduced the costs of warranty claims associated with our products and have achieved our
annual goals of 20% reduction in both cost per vehicle and incidents per thousand vehicles, as measured by our
largest customer, since 2006.

Competition and strengths

We compete with a variety of independent suppliers and distributors, as wel as with the in-house operations of
certain OEMs. Our principal competitors include ArvinMeritor, Dana Holding Corporation, GKN plc, Magna
International Inc., ZF Friedrichshafen AG and the in-house operations of various global OEMs, such as Chrysler and
Ford. The sector is also attracting new competitors from Asia, some of whom are entering both of our product lines
through acquisition of OEM non-core operations.

With a focus on engineering and manufacturing, we support our business strategy and differentiate ourselves through
the fol owing strengths:

· Outstanding long-term daily track records on quality, reliability, delivery and launch performance--We reduced our
discrepant parts per million ("PPM") performance, as measured by our largest customer, from 13,441 PPM in
1994 to less than 10 PPM as of September 30, 2011. We also have a strong track record of successful y
supporting new product, process and facility launches.

· Demonstrated ability to achieve cost savings--We reduced fixed operating costs by more than 50% through our
multi-year Restructuring, Resizing and Profit Recovery plan. This has reduced our operating breakeven to a SAAR
equivalent of approximately 10 mil ion vehicle units.
S-3
10 of 111
11/2/2011 7:54 AM