Obligation Axle & Manufacturing America 5.125% ( US02406PAN06 ) en USD

Axle & Manufacturing America

100 % ⇌

Etas-Unis

US02406PAN06 ( en USD )

5.125% par an ( paiement semestriel )

15/02/2019 - Obligation échue

Prospectus brochure de l'obligation American Axle & Manufacturing US02406PAN06 en USD 5.125%, échue

2 000 USD

200 000 000 USD

02406PAN0

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 US02406PAN06, paye un coupon de 5.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/02/2019

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Proposed
Maximum
Title of Each Class of
Aggregate Offering
Amount of
Securities Offered

Price

Registration Fee(1)
5.125% Notes due February 15, 2019

$200,000,000

$25,760

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-175508
Registration No. 333-175508-01

Prospectus supplement
To prospectus dated July 12, 2011

Guaranteed by American Axle & Manufacturing Holdings, Inc. and certain of our subsidiaries
Interest on the notes wil be payable semi-annual y on February 15 and August 15 of each year, beginning on August 15,
2014. The notes wil mature on February 15, 2019.
American Axle & Manufacturing, Inc. ("AAM Inc.") may redeem some or al of the notes at any time prior to November
15, 2015 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
November 15, 2015, 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 105.125% 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 wil be AAM Inc.'s senior unsecured obligations and wil rank equal y with al of AAM Inc.'s other existing and
future senior indebtedness. AAM Inc.'s obligations under the notes wil be guaranteed on a senior unsecured basis,
jointly and severally, by American Axle & Manufacturing Holdings, Inc. ("Holdings"), AAM Inc.'s parent corporation, and
certain of AAM Inc.'s current and future subsidiaries. The notes wil be effectively junior to AAM Inc.'s existing and future
secured indebtedness and structural y subordinated to the liabilities of AAM Inc.'s non-guarantor subsidiaries.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-14.
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
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Public offering price(1)

100%

$200,000,000
Underwriting discounts

1.375%
$ 2,750,000
Proceeds, before expenses, to us(1)

98.625%
$197,250,000
(1) Plus accrued interest from November 12, 2013 if settlement occurs after that date.
We expect that delivery of the notes wil be made to investors in book-entry form through the facilities of The Depository
Trust Company on or about November 12, 2013.

Joint book-running managers

J.P. Morgan

BofA Merrill Lynch

Barclays
Citigroup

RBC Capital Markets
Senior co-manager

US Bancorp
Co-managers

Comerica
HSBC
Huntington
KeyBanc
PNC Capital
RB International
Securities
Investment
Capital
Markets LLC
Markets (USA)

Company
Markets

The date of this prospectus supplement is November 5, 2013.
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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.

Prospectus Supplement

Page
About This Prospectus Supplement
S-ii

Forward-Looking Statements
S-iii

Summary
S-1

The Offering
S-9

Summary Consolidated Financial Data
S-12
Risk Factors
S-14
Use of Proceeds
S-21
Ratio of Earnings to Fixed Charges
S-21
Capitalization
S-22
Description of Certain Other Indebtedness
S-23
Description of the Notes
S-25
Material U.S. Federal Income Tax Considerations
S-41
Underwriting
S-46
Legal Matters
S-50
Experts
S-51
Prospectus

Page
Risk Factors
1

Where You Can Find More Information
1

American Axle & 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 Guarantees
33

Description of Debt Warrants
33

Description of Warrants to Purchase Common Stock
35

Description of Common Stock
37

Description of Preferred Stock
41

Special Provisions Relating to Foreign Currency Debt Securities
44

Plan of Distribution
46

Legal Matters
47

Experts
47

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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. "Underwriters" refers to the firms listed in the section entitled "Underwriting"
herein.
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 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 wel as additional
information described under "Where You Can Find More Information" in the accompanying prospectus before investing in
the notes.

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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 "wil ," "may," "could," "would," "plan," "believe," "expect," "anticipate," "intend," "project" and similar
words or expressions, as wel 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 wil not necessarily
be accurate indications of the times at, or by, which such performance or results wil 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 material y 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 our Annual Report on Form 10-K for the year
ended December 31, 2012, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 and in this
prospectus supplement as wel as the fol owing:

· global economic conditions, including the impact of the continued market weakness in the Euro-zone;

· 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);

· our ability or our customers' and suppliers' ability to successful y 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 respond to changes in technology, increased competition or pricing pressures;

· supply shortages or price increases in raw materials, utilities or other operating supplies for us or our customers as a
result of natural disasters or otherwise;

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

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

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

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

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

· lower-than-anticipated market acceptance of new or existing products;

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

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· 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;

· 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;

· 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);

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

· our ability to attract and retain key associates;

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

· our ability or our customers' and suppliers' ability to comply with the Dodd-Frank Act and other regulatory
requirements and the potential costs of such compliance;

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

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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 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,
transmission parts and metal-formed products. In addition to locations in the United States ("U.S.") (Michigan, 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 four-wheel drive and al -wheel drive
axle requirements for these vehicle platforms. Sales to GM were approximately 73% of our total net sales in 2012
and 2011, 75% in 2010, and 73% in both the nine months ended September 30, 2013 and 2012.
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 5 to 7 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 Ram ful -size pickup trucks
and its derivatives. Sales to Chrysler were approximately 10% of our total net sales in 2012, 8% in 2011, 9% in 2010
and in both the nine months ended September 30, 2013 and 2012. In addition to GM and Chrysler, we supply
driveline systems and other related components to Volkswagen AG ("Volkswagen"), Audi AG ("Audi"), Scania AB,
Mack Trucks Inc. ("Mack Truck"), PACCAR Inc., Nissan Motor Co., Ltd. ("Nissan"), Harley-Davidson Inc., Beijing
Benz Automotive Co., Ltd., Deere & Company, Tata Motors, Ford Motor Company ("Ford") and other original
equipment manufacturers ("OEMs") and Tier I supplier companies such as Jatco Ltd. and Hino Motors Ltd. Our net
sales to customers other than GM increased to $792.6 mil ion in 2012 as compared to $710.0 mil ion in 2011 and
$563.0 mil ion in 2010; and $646.6 mil ion in the nine months ended September 30, 2013 as compared to $588.5
mil ion in the nine months ended September 30, 2012.
We estimate our principal served market to be approximately $33 bil ion, based on information available at the end of
2012. Our principal served market is the global driveline market, which

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consists of driveline, drivetrain and related components and chassis modules for light trucks, SUVs, passenger cars,
crossover vehicles and commercial vehicles.
Business strategy
We are focused on profitable net sales growth and strengthening our balance sheet by capitalizing on our competitive
strengths and continuing to diversify our customer, product, and geographic sales mix while providing exceptional
value to our customers. Over the past several years, we have taken necessary restructuring actions that al owed us
to make significant, sustainable structural cost reductions which have enabled us to be market cost competitive on a
global basis. We expect to benefit from these actions in the future as global economic conditions and the strength of
the automotive industry continue to improve.
We have aligned our business strategy to build value for our key stakeholders. This strategy emphasizes a
commitment to deliver industry leading quality, technology leadership and operational excellence. By focusing on this
commitment, we can achieve our key critical business objectives of product and customer diversification, globalization
and solid financial performance. This strategy includes the fol owing actions:
Maintain our high quality standards, which are the foundation of our product durability and reliability.

· AAM Inc. has an outstanding daily track record for delivering quality products, having averaged less than 10
discrepant parts per mil ion ("PPM") since 2003, as measured by our largest customer.

· Our quality performance has resulted in improved warranty performance for our customers. As a result, customer
incidents per thousand vehicles have improved an average of 15% annually since 2006, as measured by our
largest customer.
Achieve technology leadership by delivering innovative driveline products which improve the diversification of our
product portfolio while increasing our total global served market.

· AAM Inc.'s significant investment in research and development has resulted in the development of advanced
technology products designed to assist our customers in meeting the market demands for higher fuel-efficiency;
lower emissions; more sophisticated electronic controls; improved safety, ride and handling performance; and
enhanced reliability and durability for light trucks, SUVs, passenger cars, crossover vehicles and commercial
vehicles.

· In recognition of AAM Inc.'s innovative approach to provide enhanced vehicle control while maximizing fuel
economy, AAM's industry-first EcoTrac D
TM
isconnecting AWD technology was selected as a 2014 Automotive
News PACE Award Finalist. AAM Inc.'s EcoTrac D
TM
isconnecting AWD system is a fuel-efficient and
environmental y friendly driveline system that provides OEMs the option of an all-wheel-drive system that
disconnects when not needed to improve fuel efficiency and reduce CO2 emissions compared to conventional AWD
systems. AAM Inc.'s EcoTracTM Disconnecting AWD system is featured on a major passenger car and crossover
vehicle program which launched in 2013.

· e-AAM Driveline Systems AB ("e-AAM"), previously a joint venture between AAM Inc. and Saab Automobile AB
("Saab"), was created to design and commercialize electric and hybrid driveline systems designed to improve fuel
efficiency, reduce CO2 emissions and provide AWD capability. AAM Inc. now has 100% ownership of e-AAM, and
wil continue engineering, developing and commercializing electric and hybrid driveline systems for passenger cars
and crossover vehicles.

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In July 2013 we announced that we had secured a new driveline systems contract featuring patented e-AAMTM
hybrid & electric driveline systems technology with Qoros Auto Co., Ltd. in China.

· AAM Inc. has established a high efficiency product portfolio that is designed to improve axle efficiency and fuel
economy through innovative product design technologies. Our line-up of high efficiency axles for rear-wheel drive
and AWD applications is featured on multiple new vehicles, including GM's all-new Cadil ac ATS, which was named
the 2013 North American Car of the Year.
Sustain our operational excel ence and focus on cost management to deliver exceptional value to our customers.

· Our focus on cost management has led to sustainable structural reductions in AAM Inc.'s fixed cost structure. We
continue to focus on cost management through the implementation of the AAM Manufacturing System to improve
quality, eliminate waste, and reduce lead time and total costs globally.

· 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 Inc.'s largest U.S. facility into 2017. We have also negotiated col ective bargaining
agreements that cover our hourly associates at our Colfor Manufacturing Inc. and MSP Industries Corporation
subsidiaries into 2014 and 2017, respectively.

· With the closure of our Detroit Manufacturing Complex ("DMC") and Cheektowaga Manufacturing Facility
("CKMF") in 2012, we have achieved market competitive labor cost structures at each of our global locations.
Diversify our business through the growth of new and existing customer relationships and expansion of our product
portfolio.

· In addition to maintaining and building upon our long standing relationships with GM and Chrysler, 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 2012 included business with
Volkswagen, Audi, Nissan, Ford, Mercedes-Benz, Daimler Truck, Tata Motors and Jaguar Land Rover. New and
expanded business launches in 2013 through 2015 include business with Chrysler-Fiat, Daimler Truck, Ford,
Honda, Jaguar Land Rover, Nissan, Tata Motors, Mercedes-Benz and others.

· We have accelerated the development and launch of products for passenger cars and crossover vehicles and the
global light truck and commercial vehicle markets. We have approximately $1.0 bil ion of new and incremental
business backlog launching from 2013 to 2015, of which approximately 70% relates to AWD and RWD applications
for passenger cars, crossover vehicles and driveline applications for the commercial vehicle market.

· Approximately 60% of our new and incremental business backlog launching from 2013 to 2015 is for customers
other than GM. In addition, there are approximately $900 mil ion in quoted and emerging new business
opportunities. These opportunities would al ow us to continue the diversification and expansion of our customer
base, product portfolio and global footprint. The vast majority of these opportunities are for customers other than
GM.

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Achieve globalization by increasing our presence in growth markets to support our customers' global platforms.

· Over the past few years, we have significantly increased our installed capacity in cost competitive global growth
markets to support current programs and future opportunities. Specific actions included expanding capacity in
Brazil, China, Mexico and Poland and constructing new facilities in India, Mexico and Thailand.

· In 2011, we also expanded our existing joint venture with Hefei Automobile Axle Co., Ltd. ("HAAC"), a subsidiary of
the JAC Group (Anhui Jianghuai Automotive Group Co., Ltd.) to include 100% of HAAC's light commercial axle
business. By adding the light and medium duty commercial axle business, this expanded joint venture wil supply
front and rear beam axles to several leading Chinese light truck manufacturers, including JAC and BAIC Foton,
making AAM Inc. the second largest axle supplier in China's light commercial truck segment.

· Approximately 30% of our $1.0 bil ion of new and incremental business backlog launching from 2013 to 2015 is for
end use markets outside the U.S. and approximately two-thirds has been sourced to our manufacturing facilities
outside the U.S.
Achieve solid financial performance to build value for our key stakeholders.

· Over the past three years, AAM Inc.'s compound annual growth rate ("CAGR") for sales has exceeded the growth
rate of the industry. We expect AAM Inc.'s new and incremental business backlog to drive our sales growth to
exceed a targeted 10% CAGR through 2015. This is approximately double the rate of growth expected for the
industry, which is expected to grow by 4%-5% based on current industry estimates.

· We have established a cost competitive, operational y flexible global manufacturing, engineering and sourcing
footprint by re-aligning our global instal ed capacity to increase our presence in global growth markets, support
global product development initiatives and establish regional cost competitiveness. This includes having
manufacturing facilities in Brazil, China, India, Mexico, Poland, Scotland, Thailand and the U.S.
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 Dana Holding Corporation, GKN plc, Magna International Inc., ZF
Friedrichshafen AG, Linamar Corporation, Meritor Inc. and the in-house operations of various global OEMs. The
sector is also attracting new competitors from Asia, some of whom are entering both of our product lines through the
acquisition of OEM non-core operations.
With a focus on engineering and manufacturing, we support our business strategy and differentiate ourselves through
outstanding long-term daily track records on quality, reliability, delivery and launch performance. We reduced our
discrepant PPM performance, as measured by our largest customer, from 13,441 PPM in 1994 to an average of
less than 10 PPM for the last 10 years.
We have converted our former fixed legacy labor cost structure to a highly flexible, competitive and variable cost
structure.

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